STRATIFIED MEDICINE SCOTLAND INNOVATION CENTRE Executive Board Terms of Reference

Transcription

1 STRATIFIED MEDICINE SCOTLAND INNOVATION CENTRE Executive Bard Terms f Reference These Terms f Reference are derived frm the CONSORTIUM AGREEMENT in respect f STRATIFIED MEDICINE SCOTLAND INNOVATION CENTRE (SMS-IC) between The University Curt f the University Of Glasgw; The University Curt f the University Of Aberdeen; University Curt f the University f Edinburgh; The University f Dundee; NHS Grampian; NHS Tayside; NHS Lthian; NHS Greater Glasgw and Clyde; Life Technlgies Limited and Aridhia Infrmatics Limited dated 24th December 2013 (the Cnsrtium Agreement). Fr the definitive wrding, the executed Cnsrtium Agreement shuld be cnsulted. It shuld be nted that ThermFisher Scientific Inc acquired Life Technlgies Limited in February ThermFisher Scientific Inc therefre assumes the rights and respnsibilities assigned t Life Technlgies Limited within the Executive Bard Terms f Reference. 1. Bard Respnsibilities: Establishing the visin, missin and values f the SMS-IC as set ut in the Bid Dcument Develping and maintaining the strategic and peratinal plans fr the SMS-IC, including setting cmmercial bjectives fr the SMS-IC, and mnitring prgress against these Develping and implementing SMS-IC's business mdel fr access t, and n-ging management, prvisin and cmmercialisatin f, SMS-IC resurces and services Establishing and maintaining the SMS-IC's financial plan and mnitring perfrmance against plan Preparing a detailed annual budget fr peratin f the SMS-IC fr each Financial Year, presenting t the Cre Partners (by end f the preceding March), fr cnsideratin and apprval by the Cre Partners (by end f the preceding May), and mnitring perfrmance against the apprved budget n a quarterly basis Overseeing scientific and clinical prjects

2 Develping the selectin mechanism/criteria fr Exemplar Prjects t be funded and cnducted by SMS-IC Overseeing the management and delivery f Exemplar Prjects (including cntracts t gvern the funding and intellectual prperty arrangements fr each Exemplar Prject and mnitring f Prject milestnes) Identifying any needs fr frmal dcuments/agreements t be drawn up fr the management and nging peratin f the SMS-IC and arranging their drafting and executin Mnitring and ensuring the cmpliance f SMS-IC with regard t funding and legal respnsibilities Determining whether further Grant Funding may be required and, if s, c-rdinating the preparatin f the relevant applicatins and review f cmmitments Reviewing membership f the SMS-IC and establishing criteria and an apprval prcess fr Third Parties t becme Affiliate Partners and Cre Partners Frmatin and membership f the Business and Scientific Advisry Bard The selectin f the SMS-IC Directr and f the SMS-IC Chair Reprting t Cre Partners and Affiliate Partners and preparing apprpriate reprts t enable the relevant Lead Applicant t reprt t the prviders f Grant Funding Develping a cmmunicatins plicy and plan fr the SMS-IC Preparing and maintaining a risk register fr SMS-IC Arranging an annual meeting f the Cre Partners at which t discuss strategy and ther n-ging matters in respect f the SMS-IC 2. Executive Bard Cmpsitin: The Executive Bard will cnsist initially f up t eleven members as fllws: the SMS-IC Chair; the SMS-IC Directr/CEO; ne member nminated by Life Technlgies (the Life Technlgies Executive Bard Member) and nemember nminated by Aridhia (the Aridhia Executive Bard Member) (cllectively, the Industrial Partner Executive Bard Members); fur members nminated by and drawn frm the Universities and the Health Bards, ne f which will be drawn frm and appinted t represent the relevant University

3 and Health Bard in each gegraphical and up t three members nminated by and drawn frm the Affiliate Partners in accrdance with the prvisins set ut in the Affiliate Partners Agreement. Each member f the Executive Bard appinted may appint a named alternate wh shall be entitled during the perid when he/ she is appinted as the alternate t: receive ntice f all meetings f the Executive Bard; attend and vte at any meeting f the Executive Bard at which the member f the Executive Bard fr which he/she is the named alternate is nt persnally present; generally t perfrm all the functins f the member f the Executive Bard fr which he/she is the named alternate in any circumstances in which such member f the Executive Bard is unable t perfrm thse functins. The Cre Partners shall be entitled t appint ne bard secretary wh shall be entitled t: receive ntice f all meetings f the Executive Bard; and attend and speak at any meeting f the Executive Bard in rder t prvide guidance t the Executive Bard n legal and financial matters n prcurement and HR plicies applicable t SMS-IC, but nt t vte n any matters arising. Fr s lng as SFC cntinues t prvide grant funding fr SMS-IC, SFC will be entitled t appint ne representative t attend meetings f the Executive Bard as an bserver. The SFC Bard Observer shall be entitled t speak at meetings but des nt vte. The Cre Partners acknwledge that the ffice f the Chief Scientist fr Health in Sctland will be entitled t appint ne representative t attend meetings f the Executive Bard as an bserver. The CSO Bard Observer shall be entitled t speak at but des nt vte. The Executive Bard shall be entitled t invite bservers t attend meetings f the Executive Bard. The Executive Bard Members shall nt be entitled t any remuneratin r ther payment in respect f the discharge f their functins n the Executive Bard. The Cre Partners may unanimusly agree t vary the cmpsitin f the Executive Bard t take accunt f the additin r withdrawal f Cre Partners. 3. The rle f the SMS-IC Chair The first SMS-IC Chair shall be Dr David C. U'Prichard, President f Druid Cnsulting LLC. The SMS-IC Chair will be a part-time nn-executive rle and may be remunerated. The SMS-IC Chair will be respnsible fr:

4 arranging meetings f the Executive Bard; circulating an agenda fr each meeting f the Executive Bard circulating t each member f the Executive Bard, minutes f each meeting f the Executive Bard wherever pssible within ten (10) wrking days fllwing the relevant meeting; circulating t each member f the Executive Bard details and the current status f all and any n-ging Exemplar Prjects. The SMS-IC Chair shall preside at meetings f the Executive Bard. If the pst f SMS-IC Chair is vacant r if the persn hlding that pst is unwilling t preside r is nt present at any meeting f the Executive Bard, the members f the Executive Bard may appint ne f their number t act as chair f the meeting In the event the SMS-IC Chair resigns r is remved r becmes unable t cntinue in such rle, the remaining members f the Executive Bard use all reasnable endeavurs t agree a suitable replacement fr the SMS-IC Chair 4. Obligatins n Parties Each party shall: ntify the ther parties and keep the then current members f the Executive Bard advised f the cntact details fr any member f the Executive Bard appinted frm that party (and fr any named alternate appinted by such member); and thrughut the perid f this Agreement keep the ther parties and the then current members f the Executive Bard advised f any changes t the cntact details fr any member f the Executive Bard appinted frm that party (and fr any named alternate appinted by such member). If at any time an Industrial Partner Executive Bard Member r an HSS Executive Bard Member resigns r is remved r becmes unable t cntinue in such rle by reasn f death r incapacity that member shall be replaced as fllws: a replacement fr the Industrial Partner Executive Bard Member shall be nminated by Life Technlgies r Aridhia, as applicable; and a replacement fr the HSS Executive Bard Member shall be nminated by agreement amng the relevant University and Health Bard (the relevant parties t act reasnably and in gd faith in cming t such agreement), in each case such appintment t take effect n the date f the withdrawal, resignatin, r remval f the relevant Executive Bard Member.

5 If at any time an Affiliate Partner Executive Bard Member resigns r becmes unable t cntinue in such rle by reasn f death r incapacity then that Affiliate Partner Executive Bard Member shall be replaced by agreement amng the Affiliate Partners as sn as reasnably practicable thereafter in accrdance with the terms f the Affiliate Partner Agreement Each Cre Partner and Affiliate Partner will be respnsible fr any csts assciated with attendance f its members at and travel t meetings f the Executive Bard. The Executive Bard will establish an expenses plicy fr reimbursement f reasnable expenses incurred by the SMS-IC Chair, the SMS-IC Directr and the members f the Business and Scientific Advisry Bard The Executive Bard will meet n less than nce every three mnths. The qurum fr meetings f the Executive Bard will be at least five members, including the SMS-IC Chair at least tw HSS Executive Bard members (ne f which must have been nminated by UG) and at least ne Industrial Partner Executive Bard Member. Meetings f the Executive Bard may take place in persn, by vide cnference r by audi cnference The Executive Bard may vte t make recmmendatins t the Cre Partners that any term f this Agreement shuld be amended frm time t time but such amendments will nt take effect unless agreed in writing and signed by an authrised signatry n behalf f each f the Cre Partners. The Executive Bard will develp and agree a prcedure fr the management f any Cnflicts N member f the Executive Bard will be deemed t have a Cnflict unless they are a named Investigatr n Prject under discussin. Unless expressly permitted by the SMS-IC Chair, n member f the Executive Bard will be entitled t be present at discussins in respect f r t vte in a decisin in respect f which they have declared a Cnflict. 5. Decisins and Vting: All decisins f the Executive Bard will, wherever pssible, be by unanimus decisin. Where a unanimus decisin is nt expressly required the decisin will be made by majrity vte. If there is a vting deadlck f the vting members f the Executive Bard, the SMS-IC Chair will have the casting vte except where the SMS-IC Chair has declared he/she has a Cnflict in respect f that vte. The Executive Bard will nt be entitled t make any decisin t: change the funding cntributins f an Industrial Partner; select Exemplar Prjects select an SMS-IC Chair r an SMS-IC Directr until such times as it has cnsulted each f the Industrial Partners

6 The Executive Bard will nt be entitled t make any decisin t: change the lcatin f the SMS-IC adpt r, nce adpted, amend the Strategic Plan amend the selectin criteria fr Exemplar Prjects; and/ r adpt r, nce adpted, amend the prcedure by which Cre Partners and Affiliate Partners jin the SMS-IC until such times as it has cnsulted each f the Cre Partners and taken reasnable accunt f any representatins which they make in respect f such decisin. The Executive Bard may delegate any f its pwers t a cmmittee cnsisting f ne r mre f its members. It may als delegate t the SMS-IC Directr such f its pwers as it cnsiders desirable t be exercised by the SMS-IC Directr. Any such delegatin may be made subject t such cnditins as the Executive Bard deems apprpriate and may be revked and altered as the Executive Bard may determine. At each meeting f the Executive Bard, the fllwing standing items will be included in the agenda: apprving the minutes f the previus meeting reviewing SMS-IC's financial perfrmance, including perfrmance against financial plan and the apprved annual budget reviewing prgress against the key perfrmance indicatrs set ut in the business plan fr SMS-IC reviewing the SMS-IC risk register. Except as set ut in terms f reference, the Executive Bard may regulate its prceedings as it deems fit. August 25 th 2014