Handover and Closedown Guidance

Transcription

1 Handover and Closedown Guidance Transfer documentation: identifying title in assets and liabilities and completing transfer documentation

2 Handover and Closedown Guidance DH INFORMATION READER BOX Policy Clinical Estates HR / Wkfce Commissir Development IM & T Management Provider Development Finance Planning / Perfmance Improvement and Efficiency Social Care / Partnership Wking Document Purpose Gateway Reference Title Auth Publication Date Target Audience Best Practice Guidance Transfer Documentation Guidance Amr Cerny - IPO - Group Operations & Assurance, DH 25 Oct 2012 PCT Cluster CEs, SHA Cluster CEs, Medical Directs, Directs of PH, Directs of Nursing, Directs of Adult SSs, Directs of HR, Directs of Finance, Communications Leads Circulation List #VALUE! Description This document provides guidance on - identification of the title in all assets and liabilities; mapping the title of assets and liabilities; the process that will effect the transfer of assets and liabilities; and assists senders and receivers to satisfy their statuty and other obligations. Cross Ref Superseded Docs Action Required Timing Contact Details N/A N/A Completion of key steps (page 5) Key dates outlined (page 5) Amr Cerny Legal Consultant, IPO, Department of Health Richmond House 79 Whitehall, London SW1A 2NS F Recipient's Use 2

3 Handover and Closedown Guidance Transfer documentation: identifying title in assets and liabilities and completing transfer documentation Prepared by: Integrated Programme Office You may re-use the text of document (not logos) free of charge in any fmat medium, under the terms of the Open Government Licence. To view licence, visit Crown copyright 2011 First published [Month Year] Published to DH website, in electronic PDF fmat only. 3

4 Handover and Closedown Guidance Contents Executive Summary... Page 5 Introduction... Page 7 The Process... Page 10 Assets and Liabilities... Page 17 Receiver Nominations... Page 19 Documentation... Page 21 Stage of Instructions... Page 23 Annex 1: Template Transfer Scheme... Page 24 Annex 2: Template List of Assets and Liabilities... Page 26 Annex 3: Template Instructions f a Transfer Scheme... Page 58 Annex 4: Sample Transfer Schedule tween Senders and Receivers... Page 61 4

5 Handover and Closedown Guidance Executive summary 1. Background The purpose of Guidance is to assist predominantly SHA and PCT Senders to prepare the instructions to DH Legal f the drafting of the Transfer Schemes under the 2012 Act. 2. What documentation is used to transfer assets and liabilities A Transfer Scheme is an instrument in writing made by the Secretary of State under sections 300 to 302 of the 2012 Act. It can deal with the of staff, property and liabilities tween those entities as specified in Schedules 22 and 23 to the 2012 Act but unlike Transfer Orders does not need to laid fe Parliament. A Transfer Order is an der of the Secretary of State under Schedule 4 to the NHS Act. It is a Statuty Instrument that deals with the of staff, property and liabilities to certain NHS bodies. It must consulted on and laid fe Parliament 28 sitting days fe it comes into fce. 3. Who is f what? Department: Drawing up policy such as which functions are mapped from Senders to Receivers and how assets and to allocated from Senders to Receivers; assuring the contents of the Transfer Schemes as they are instruments of the Secretary of State; Instructing DH Legal to draft the Transfer Schemes and Transfer Orders; and The signing of the Transfer Schemes by a Seni Civil Servant. Senders (especially SHAs and PCTs) Identifying all assets and liabilities f the purposes of terminating, transferring and/ discharging those assets and liabilities; Mapping each asset and liability against a transferring function functions Drafting Transfer Scheme instructions ( attaching conditions to any transfer); Identifying and liaising with Receivers and relevant stakeholders who are affected by the NHS Transition; and Confirming the transfer of assets and liabilities (with and without conditions) with Receivers. 5

6 Handover and Closedown Guidance Receivers Confirming the transfer of assets and liabilities (with and without conditions) with Senders. 4. Next steps and key dates Date Comment 31 Oct 2012 Identify powers that are affected i.e., to abolished, created, merged under the NHS Transition 15 Novemr 2012 All Senders details by crect entity provided First set of instructions f Transfer Schemes submitted to secure datasite 13 Decemr 2012 Second set of instructions f Transfer Schemes submitted to secure datasite 31 Decemr 2012 All new Receiver bodies established by crect entity details All assets and liabilities of Senders allocated to nominated Receiver(s) 17 January 2013 Third set of instructions f Transfer Schemes submitted to secure datasite 31 January 2013 Final set of instructions f Transfer Orders to submitted to secure datasite 14 February 2013 Fourth set of instructions f Transfer Schemes submitted to secure datasite 14 March 2013 Final set of instructions f Transfer Schemes submitted to secure datasite Week commencing 25 March 2013 Transfer Schemes signed by a Seni Civil Servant 1 April 2013 Legal Title SHAs and PCTs abolished 6

7 Handover and Closedown Guidance INTRODUCTION 1. An appropriate, transparent and auditable process needs to adopted by the affected entities in der to deliver the transition of the NHS as completed by the amendments to the NHS Act 2006 (NHS Act) made by the Health and Social Care Act 2012 (2012 Act) (NHS Transition). 2. The purpose of Guidance is to: identify the title in all of the assets and liabilities held by the Department of Health (Department), Strategic Health Authities (SHAs) and Primary Care Trusts (PCTs) (Senders 1 ); outline the process that will effect the transfer of assets and liabilities from Senders to the Department, executive agencies such as Public Health England (PHE) and National Health Service Commissioning Board (NHS CB), Clinical Commissioning Groups (CCGs), Special Health Authities (such as Health Education England (HEE)), Local Authities, NHS Property Services Ltd (NHS PS 2 ) and in some instances to NHS Trusts and NHS Foundation Trusts (Providers) (Receivers 3 ); assist Senders and Receivers to map the title of assets and liabilities against the functions that transfer in der to: o provide instructions to enable the Department to draft certain transfer documentation; o identify where me than Receiver will have a right interest in the relevant asset : determine which Receiver the asset liability should transfer to; and ensure that each Receiver s right interest in the relevant asset liability is appropriately recognised in the implementation of the NHS Transition; assist Senders and Receivers to satisfy their statuty and other governance obligations. 3. This Guidance is predominantly aimed at SHAs and PCTs which will abolished on 1 April 2013 and the assets and liabilities of which must as part of the NHS Transition. However, other Senders and Receivers may also find Guidance helpful. 4. This Guidance should read in conjunction with other guidance published by the Department on: land and buildings and related assets and liabilities: as comprised in the guidance PCT Estate: Future ownership and management of estate in the ownership of Primary Care Trusts in England, David Fly s letter to SHAs and PCTs dated 31 May 2012 titled Planning f Property and Estates Transfers and subsequent FAQs; 1 In the Transfer Schemes and Transfer Orders Senders will referred to as transfers. 2 A company fmed by the Secretary of State under section 223 of the NHS Act. 3 In the Transfer Schemes and Transfer Orders Receivers will referred to as transferees. 7

8 Handover and Closedown Guidance staff and employees: to issued by the Department. Please note that the HR guidance will not include: o people retained as contracts, those contracts should included in the instructions to submitted pursuant to Guidance; o All an employee s package, such as car leases mobile phs, those are separate contracts tween the employer and the service provider which are to included in the instructions to submitted pursuant to Guidance; Clinical Contracts Guidance 4 ; Maintaining Quality through Handover Guidance; Intellectual Property Rights: published by the Department; Any other Guidance published by the Department from time to time in respect of the NHS Transition. 5. This Guidance is not intended to supersede the issued guidance referred to above and the wk required to undertaken pursuant to them should continue. 6. This Guidance sets out: why a process is needed; who is involved in the NHS Transition; what the process is; a definition of assets and liabilities ; where Senders obtain clarity about how assets and liabilities should if no Receiver is nominated if there is me than Receiver; and provides sample documents f the NHS Transition: 5 o Annex 1: (Sample Transfer Scheme); o Annex 2: (Template List of Assets and Liabilities) A high level template to assist in identifying the title and and in assets and liabilities. This infmation will infm whom certain assets and liabilities transfer to and and the fthcoming Shift Guidance 5 These documents are f infmation only and are intended as a guide only to the type of provisions that may included in Transfer Schemes Transfer Orders. They are not intended to definitive of the fm in which Transfer Schemes Transfers Orders will made and should therefe not used relied upon by Senders Receivers. 5 It is recognised that SHAs and PCTs are currently completing the property transfer scheme schedules at Annex A of the David Fly planning f property and estate transfer letter. A numr of the assets detailed in the high level template which is provided as a tool to assist in identifying assets and liabilities will already included in the Annex A property transfer scheme schedule. Wk to complete the Annex A property transfer scheme schedules should continue. In completing lists/schedules of assets SHAs and PCTs may add extra wksheets to the Annex A property transfer scheme schedule. 8

9 Handover and Closedown Guidance what (if any) and other Receivers may require in relation to the particular asset liability; 6 o Annex 3: (Template instructions f a Transfer Scheme) o Annex 4: (Sample Transfer Schedule tween Senders and Receivers); and details f further infmation on Guidance. 7. This Guidance is not a comprehensive overview of the other issues processes that will affect every Sender and Receiver as part of the NHS Transition. Each Sender and Receiver will need to obtain their own advice to satisfy their respective statuty and internal governance obligations in respect of the NHS Transition. 8. This Guidance does not apply to the transfer of Staff. Please refer to the Department s HR Guidance in respect of of staff. It does, however, apply to of contracts contracts, as those contracts are contracts f services. It also applies to elements of a memr of staff s package such as car finance leases and mobile ph contracts. 9. This Guidance does not include any finance, accounting tax advice. Each Sender and Receiver will need to refer to separate Finance Guidance and potentially obtain independent advice on these issues in respect of the NHS Transition. 9

10 Handover and Closedown Guidance PROCESS 1. Why is a process needed? 1.1 In the majity of other re-ganisations of NHS entities where an NHS entity has en abolished, the entire assets and liabilities of that NHS entity have traditionally to a new replacement entity (f example, when an NHS Trust comes an NHS Foundation Trust). In those cases, the transfer documentation has provided f generic descriptions of assets and liabilities. 1.2 However, under the NHS Transition, the majity of SHA and PCT assets and liabilities will split tween Receivers and, in some cases, multiple Receivers will require access to an asset. 1.3 This means that the process adopted f the NHS Transition needs to sufficiently robust and that all assets and liabilities need to identified crectly and by reference to their registered owner. 1.4 Further, title in the relevant asset must transfer from entity to another. It is not possible to transfer to a non- entity, f example, a business unit (such as the new Improvement Body the entity owner in instance will the NHS Commissioning Board) a hosted a Commissioning Suppt Unit the entity owner in instance will the NHS Commissioning Board). 1.5 A robust process is needed to: (a) ensure that Senders and Receivers satisfy their statuty and other governance obligations; (b) (c) (d) (e) (f) (g) ensure that no Sender asset liability remains unaccounted f in the NHS Transition; create an appropriate audit trail and recd of how the NHS Transition was achieved; provide certainty and clarity to all affected entities and people affected by the NHS Transition; enable the documents necessary to implement the NHS Transition to drafted; implement the NHS Transition; and assist with the close down of SHAs and PCTs. 1.6 The process is underpinned by identifying: (a) Who is affected by the NHS Transition, currently categised as Senders and Receivers. However, there will other entities 10

11 Handover and Closedown Guidance who have in assets currently who will need them in the future. (b) (c) (d) What the assets and and ensuring that the title is identified crectly so that they can, disposed of. What steps are required to implement the NHS Transition. This will vary depending on the entities concerned as well as the assets that transfer and the liabilities that transfer are. When: The timeline(s) f when the activity in (a), (b) and (c) must completed. Please note that the timelines f the transfer of staff and/ assets and liabilities associated with land and buildings 7 in most instances is to the timeline(s) in Guidance. 1.7 The process will also assist to identify what assets, and liabilities exist in the existing structure in der to determine: - there are / in the ; - whom the asset should transfer to ( any associated that should to a ); and - any conditions should attached to the transfer of an asset a liability. 2. Who is involved in the NHS Transition Senders, Receivers and interested parties 2.1 The principal entities affected by the NHS Transition are Senders and Receivers as listed in Schedules 22 (property and liabilities) and 23 (staff) of the 2012 Act. This Guidance focuses on the wk to d by Senders and Receivers. Senders: entities that currently own assets that suppt statuty functions liabilities that have en incurred ( may incurred) in the perfmance of those statuty functions that are to abolished have their statuty functions removed cause of the NHS Transition. Receivers: entities (new and existing) that will assume statuty functions as a result of the NHS Transition and will need assets to suppt those functions and/ will f satisfying the liabilities of those Senders who are abolished cause of the NHS Transition. 7 The timelines detailed in the David Fly letter timelines should continue to adhered to. 11

12 Handover and Closedown Guidance 2.2 F the purposes of completing the Transfer Schemes f property, and liabilities, the list of Senders and Receivers is set out in Schedule 22 8 of the 2012 Act as: Sender Permitted Receiver The Secretary of State The National Health Service Commissioning Board A clinical commissioning group A local authity The Care Quality Commission Monit A Primary Care Trust A Special Health Authity Any public authity which provides services as part of the health service in England Any other who provides services as part of the health service in England and consents to the transfer (such as NHS Trusts and FTs) A qualifying company (such as NHS PS) Any with whom the Secretary of State has made, has decided to make, an agreement under section 12ZA(1) of the Mental Health Act 1983 The Secretary of State The National Health Service Commissioning Board A clinical commissioning group A local authity A Strategic Health Authity The Care Quality Commission Monit A Special Health Authity Any public authity which provides services as part of the health service in England Any other who provides services as part of the health service in England and consents to the transfer 8 Schedule 23 f Staff Transfer Schemes is slightly to Schedule 22 in terms of how the Permitted Receivers are defined. Separate advice should taken in respect of staff. 12

13 Handover and Closedown Guidance Sender Permitted Receiver A qualifying company Any with whom the Secretary of State has made, has decided to make, an agreement under section 12ZA(1) of the Mental Health Act 1983 The Special Health Authity known as the National Institute f Health and Clinical Excellence The Special Health Authity known as the Health and Social Care Infmation Centre The Special Health Authity known as the NHS Institute f Innovation and Improvement The Special Health Authity known as the National Patient Safety Agency The Special Health Authity known as the NHS Business Services Authity The Appointments Commission The National Institute f Health and Care Excellence (established under section 232) The Health and Social Care Infmation Centre (established under section 252) The National Health Service Commissioning Board The National Health Service Commissioning Board The Health and Social Care Infmation Centre The Health and Social Care Infmation Centre A Minister of the Crown A Special Health Authity The Secretary of State The Health and Care Professions Council The General Social Care Council A aued by the Secretary of State under subsection (5)(b) of section 67 of the Care Standards Act 2000 to exercise functions of the Secretary of State under that section Any other who carries on activities in connection with social wk social care wk The Health Protection Agency The Secretary of State The National Health Service Commissioning Board The Secretary of State The Health and Social Care Infmation Centre A Special Health Authity A qualifying company 13

14 Handover and Closedown Guidance Third Parties with 2.3 The other entities that are affected by the NHS Transition and the transfer of assets and liabilities will those entities that have in the relevant asset liability. They may not necessarily stakeholders. 2.4 Examples of parties who will have a interest are: Regulaty bodies such as HMRC, the NAO, courts, tribunals and so on; credits / debts; registered and unregistered licence holders in intellectual property ; registered unregistered landlds, tenants subtenants; and contract counterparties irrespective of not the contract is written unwritten and also, in some cases, the contract has expired. 2.5 Third parties do not include patients and employees. 2.6 These entities need to identified and in most instances notified engaged with to ensure that their are released from the existing and/ to the new s. Details of Senders and Receivers f transfer documents 2.7 Each Sender and Receiver will need to identified in the transfer documents by their crect title and status. An example of the infmation that will need to provided f both Senders and Receivers is: Item Full name Registered Address Names, roles and addresses of aued officers VAT numr Explanation This can found: If a statuty body: on the Establishment Order other relevant statuty establishment instrument If a company: on the certificate of incpation ( Companies House registration numr) This is the address used f the service of notices under contracts as required by regulaty bodies authities. It must not a post office box but a street address. Note: Aued officers must in position f each SHA and PCT, irrespective of not they have clustered. 3. Transfer Schemes and Transfer Orders 3.1 A Transfer Scheme is an instrument in writing made by the Secretary of State under sections 300 to 302 of the 2012 Act. It can deal with the 14

15 Handover and Closedown Guidance of staff, property and liabilities tween those entities as specified in Schedules 22 and 23 to the 2012 Act but unlike Transfer Orders does not need to laid fe Parliament. 3.2 A Transfer Order is an der of the Secretary of State under Schedule 4 to the NHS Act. It is a Statuty Instrument that deals with the of staff, property and liabilities to certain NHS bodies. It must consulted on and laid fe Parliament 28 sitting days fe it comes into fce. 3.3 The majity of assets and liabilities ( all land and buildings) will transfer by way of a Sender ganisation s Transfer Scheme. 3.4 Transfer Orders can used NHS and non-nhs bodies as Senders but must identify specific NHS Bodies who are Receivers. 3.5 Specific advice will need to sought in respect of the use of Transfer Orders and the Department anticipates that these will used in very limited circumstances f the transfer of assets and liabilities of SHAs and PCTs. 3.6 SHAs and PCTs should assume that a Transfer Scheme will apply in respect of of all assets and liabilities. The Department and those Receivers who are covered by Transfer Orders will notify SHAs and PCTs of which functions are specifically to covered by a Transfer Order. 4. The process outlined Note: The dates outlined in the table low may to those set out in the Guidance f staff and land and buildings. 9 Step 1: Step 2: Step 3: Step 4: Identify powers that are affected i.e., to abolished, created, merged under the NHS Transition Timing: No later than 31 Oct 2012* Establish new bodies contemplated by NHS Transition [Note: NHS CB is ly established on 1 Oct 2012 and auation commences f CCGs on 1 Novemr 2012] Timing: Receivers must completed by 31 Decemr 2012 List all Sender and Receiver ganisations by crect entity, aued officers [Note: NHS CB is ly established on 1 Oct 2012 and auation commences f CCGs on 1 Novemr 2012] Timing: Senders must completed by 15 Novemr Receivers must completed by 31 Decemr 2012 Senders to list ALL assets and liabilities subject of NHS Transition (ie, those that transfer and not those that will disposed of ) Timing: Must completed by 15 Novemr The time lines detailed in the David Fly planning f property and estate should continue to adhered to in relation to land and buildings. 15

16 Handover and Closedown Guidance Step 5: Receivers to nominated and other Receivers/stakeholders and their to identified If no Receiver is nominated and it is determined that: (i) the asset is no longer required; the asset to disposed of; (ii) the liability is not to transfer to a Receiver; the liability is to. Timing: No later than 31 Decemr 2012 Step Legal documents to drafted f transfer of title and 6: 10 in assets and liabilities. Can commence now but must completed f Transfer Orders by 31 January 2013 and f Transfer Schemes no later than 14 March Step Board meeting of Senders to aue transfer of assets and liabilities 7: under relevant documents [Note: either documents signed aued signaties/delegates appointed to sign documents] Timing: Must occur BEFORE Step 8 (can occur on the same day) but no later than the week commencing 25 March Step 8: Step 9: Step 10: Board meeting of Receivers to confirm their understanding of the transfer of assets and liabilities under relevant documents [Note: either documents signed aued signaties/delegates appointed to sign documents] Timing: Must occur AFTER Step 7 (can occur on the same day) but no later than the week commencing 25 March Legal Title of assets and liabilities Timing: 31 March 2013 f transfer but physical delivery and payment of any funds will occur on 28 March 2013 (with funds held in escrow and released to Receivers on 2 April 2013). As SHAs and PCTs will abolished on 1 April 2013, title must transfer on the day pri to their abolition. Close down of those Senders who are ing abolished 10 The property transfer scheme schedules required at Annex A of the David Fly planning f property and estate transfer letter will fm the basis f instruction in relation to land and buildings. The timelines detailed in the David Fly planning f property and estate transfer letter should continue to adhered to in der to ensure that property related parts of the transfer schemes can finalised by 31 Decemr

17 Handover and Closedown Guidance ASSETS AND LIABILITIES 5. Defining Assets and Liabilities 5.1 The assets of a Sender are those things that a Sender uses in perfming its statuty functions business, such as, the premises where they operate, any plant and equipment, the IT that they use and any contracts entered into by them with parties. The liabilities of a Sender, f the purposes of a Transfer Scheme, may also include any outstanding obligations, disputes, claims by parties ( claims and enfcement notices) under a contract monies owed by the Sender. 5.2 Under the 2012 Act the type of property assets that can included in a Transfer Scheme is very wide. It can include such items as consents, licences and permits (even those expressed to al) which are issued by regulaty bodies as well as intellectual property, such as trade marks, that may registered in jurisdictions other than England and Wales. 5.3 Annex 2 (Sample List of Assets and Liabilities) is a high level template which will assist: to identify all of the Sender s assets and liabilities; to identify the owner ( registered unregistered shared ownership) of the relevant asset liability; to identify and in an asset liability. F example, multiple parties who have an interest in access to data. Note, should also identify where a SHA PCT is not the owner of an asset but has a right of access to it in der to perfm a statuty function; in the preparation of the schedules containing infmation that will need to included in the transfer documentation. 5.4 Annex 2 (Sample List of Assets and Liabilities) includes a numr of examples of types of assets and liabilities that may exist. This list is not exhaustive. Senders will need to create full lists of all assets and liabilities to satisfy themselves that all have en crectly identified f the purposes of the NHS Transition. 5.5 It is recognised that much of the wk to identify land and buildings and property related assets and liabilities is already underway and is currently ing detailed in the property transfer scheme schedule required at Annex A of the David Fly planning f property and estate transfer letter. To avoid any overlap and duplication of process PCTs and SHAs may use the property transfer scheme schedule as a basis f detailing the remainder of their assets and liabilities by simply added extra wksheets to it. 5.6 As SHAs and PCTs will abolished on 1 April 2013 all of their assets and liabilities must identified and either, disposed of pri to 1 April

18 Handover and Closedown Guidance 5.7 In the first instance all assets and liabilities should identified by categy class and then to the extent possible and by reference to the materiality of that item to the functions to perfmed by the Receiver by individual item. While there will a focus on those assets and liabilities which have a greater materiality than others, it will up to SHAs and PCTs to ensure that all assets and liabilities, irrespective of numr value, are to a nominated Receiver. 5.8 The Transfer Schemes will include provisions all assets and liabilities not specifically identified in the property schedules (refer to Annex 3 to Guidance). However, each class of asset and liability needs to allocated to the appropriate Receiver with an appropriate level of granularity. 5.9 SHAs and PCTs must: in the case of an asset: o identify what is currently used by the SHA PCT ( includes conducting an equipment audit and reviewing asset registers and inventy lists to ensure that they are accurate); o review the condition of the asset with a view to determining any rectification wk needs to undertaken (eg, ensuring that data recds comply with the requirements of the Infmation Commissir), it is appropriate value f my to transfer the asset to a Receiver dispose of it pri to the transfer (eg, if equipment is broken and the replacement cost is cheaper than the repair cost). Please also review requirement against the allocations of provisions in a PCTs accounts f maintenance. This may addressed further in the Finance Guidance; o identify any conditions attached to the transfer and/ future use of the asset by a Receiver which need to identified and included in the Transfer Schemes; in the case of liabilities: o identify all actual and classes of liabilities in accdance with the Claims and Liabilities Guidance to published by DH Finance; o those that are appropriate and represent value f my to pri to 31 March 2013 are ; o all relevant infmation and assets (such as data and recds and, if relevant, security access details to such data and recds) which relate crespond to the liability (f example, in relation to a contractual dispute, the iginal contract (even if expired), crespondence tween the SHA/PCT and relevant counterparties and/ lawyers, proceedings commenced etc) are identified f the purposes of identifying the appropriate Receiver(s) Please note in particular that the liabilities of a sender include expired contracts, particularly where there is an ongoing potentially contingent obligation in respect of that contract. 18

19 Handover and Closedown Guidance 5.11 Neither Senders n Receivers should use the Transfer Scheme as a means of imposing conditions on the transfer of assets and liabilities (irrespective of not those assets and documented undocumented) without having engaged with and obtained the consent of the relevant affected stakeholder Senders should aware that assets and liabilities f purposes might to those f accounting, finance and/ tax purposes. Senders will also need to their accounting, finance and tax obligations in respect of the NHS Transition and should obtain separate advice on these issues. RECEIVER NOMINATIONS 6. Principles f nominating a Receiver if there is me than Receiver 6.1 The following principles apply in respect of nominating a Receiver f assets: assets will transfer to a Receiver who will receiving the functions that the relevant asset suppts as otherwise required/nominated in accdance with policy. In the case of entities that will hosted, the asset will to the host entity, that is a entity. A hosted entity is not a entity f the purposes of the transfer documentation and cannot hold title in an asset liability; Land and buildings (and contracts and and liabilities relating to land and building) will transfer to the Receiver (in case ing NHS PS a Provider) in accdance with principles set out in the guidance PCT Estate: Future ownership and management of estate in the ownership of Primary Care Trusts in England and the asset transfer lists approved by the Department; where me than Receiver requires a particular asset in der to perfm its statuty functions: (a) a single Receiver should nominated (in very limited circumstances provision can made f certain assets to arrangement will need to included in the instructions f the relevant Transfer Scheme); and (b) an agreement should reached tween the nominated Receiver and the other Receiver(s) as to how of access use will and arrangement will need to included in the instructions f the relevant Transfer Scheme. 6.2 It will up to Receivers to agree who the nominated Receiver should in these circumstances and detailing the instructions f the inclusion of 19

20 Handover and Closedown Guidance arrangement in the relevant Transfer Scheme. However, in these circumstances, Receivers must consult with each other and all other relevant stakeholders parties who may have an interest in the asset to agree the f which the asset should transfer to and any conditions attached to its transfer. 6.3 In terms of determining whom the appropriate Receiver is, consideration should given to the following facts. 6.4 That the transfer to the nominated meets the policy objectives on where the functions are to to as otherwise required/nominated in accdance with policy; minimises waste; and is value f my. 6.5 Senders and Receivers should also note that section 301(3) of the 2012 Act enables a Transfer Scheme to impose conditions in respect of property and section 301(4) of the 2012 Act enables a Transfer Schemes to make provision in respect of of shared ownership of property. Senders and Receivers will need to include in the instructions on the transfer documents where and what conditions will need to attached to the of property property is to shared. 6.6 The Department will publish guidance in respect of the transfer of claims and liabilities. 6.7 The Department will also share st practice as developed by SHA Transition Leads in respect of the transfer of IT Systems and Equipment. 6.8 The Department recommends that Senders and Receivers recd the agreement tween them of what assets and liabilities will transfer. It is envisaged that the Transfer Schemes will include me than Receiver (refer to Annex 3 as an example of how the instructions will populated). 6.9 A tool that the parties may use f governance purposes and as a recd of what Senders and Receivers have agreed should transfer is included as Annex 4: (Sample Transfer Schedule tween Senders and Receivers). This document is not ly binding and will not effect the transfer of property liabilities. It is intended to a tool which Senders and Receivers can use f governance purposes to recd the agreed list of property and liabilities that will transfer tween each Sender and each Receiver. However, if tool is used, f consistency, it should mirr what is included in the instructions f the Transfer Schemes in Annex 3. If tool is not used, the infmation set out in Annex 3 still needs to provided to enable the Transfer Schemes to drafted. 20

21 Handover and Closedown Guidance DOCUMENTATION 7. Documents f the NHS Transition 7.1 Each step of the process outlined above will involve the creation of reference to documentation. Each Sender and Receiver will need to complete the documents required to satisfy their statuty and internal governance such as, deeds of termination and release (to liabilities) as well as resolutions and minutes of board meetings. 7.2 This Guidance only deals with the documents that will required in der to draft the Transfer Schemes under the 2012 Act and Transfer Orders under the NHS Act. 7.3 Senders will need to determine not additional documents will required to transfer assets (f example, business transfer agreements) and/ liabilities (such as deeds of termination and release). In exceptional circumstances a business transfer agreement may required in circumstances where a is not listed in Schedule 22 of the 2012 Act as a nominated Receiver f the purposes of a Transfer Scheme where a Transfer Order cannot made in respect of them under the 2006 Act. However, in the majity of instances, the transfer of property, and liabilities will covered by a Transfer Scheme a Transfer Order. 7.4 A Transfer Order is an der of the Secretary of State under Schedule 4 to the NHS Act. It is a statuty instrument that deals with the of staff, property and liabilities to certain NHS bodies. It must consulted on and laid fe Parliament 28 sitting days fe it comes into fce. 7.5 In some circumstances, provisions regarding transfer can also included in establishment ders abolition ders. 7.6 A Transfer Scheme is an instrument in writing made by the Secretary of State under sections 300 to 302 of the 2012 Act. It can deal with the of staff, property and liabilities tween those entities as specified in Schedules 22 and 23 to the 2012 Act but unlike Transfer Orders does not need to laid fe Parliament. 7.7 As at the date of Guidance, it is anticipated that there will two Transfer Schemes f each SHA and PCT f staff that are to transfer and f property, assets and liabilities that transfer, all clinical and non clinical contracts and agreements. However, it is some elements of particular may included in other statuty instruments, such as, in the Establishment Orders of some of the SpHAs. 7.8 It is the Sender s responsibility to ensure that all of its assets and liabilitie as a result of the NHS Transition are included in the appropriate transfer document instructions and that those instructions are accurate and complete. 21

22 Handover and Closedown Guidance 7.9 Senders and Receivers will f: completing schedules of assets and liabilities to and who they will to; checking the consistency tween the lists prepared f the Transfer Schemes and Transfer Orders, the lists tween Senders and Receivers and those prepared f Handover and Closedown purposes; and providing instructions that will collated by the Department in der to draft the Transfer Schemes and Transfer Orders The Transfer Schemes must in final fm and ready f signature by a representative of the Secretary of State f Health fe 28 February Transfer Order documentation must in final fm and ready f signature by a representative of the Secretary of State f Health fe 31 January 2013 when they will laid in Parliament These dates are critical as each Sender and Receiver will need sufficient time after these dates and fe 28 March 2013 to satisfy their own statuty and internal governance to effect the assets and liabilities, f example, convening board meetings, circulating documents, notifying counterparties to contracts and other regulaty authities Senders and Receivers should obtain their own advice to prepare all relevant documents and to ensure that they have satisfied their statuty and internal governance There are four annexes to Guidance: o Annex 1: (Sample Transfer Scheme), please note that is f infmation only and individual Transfer Schemes will drafted to reflect the nature of the property, and liabilitie as set out in the instructions received from each Sender; o Annex 2: (A Template List of Assets and Liabilities) with commentary on how it may used; o Annex 3: (Template instructions) with commentary as to how it is to completed; and o Annex 4 (Sample Transfer Schedule tween Senders and Receivers) 7.14 While these documents are f infmation they are intended as a guide to illustrate the type of provisions that may included in Transfer Schemes Transfer Orders and to encourage st practice and standardisation. They are not intended to definitive of the fm in which Transfer Schemes Transfers Orders will made. Senders and Receivers should tail these documents to their specific requirements and the assets and liabilities that are to transfer. 11 Property related sections must signed off by 31 Decemr

23 Handover and Closedown Guidance STORAGE OF INSTRUCTIONS 8. SHA and PCT datasite f submitting Instructions f Transfer Schemes 8.1 The Department will establish a secure datasite f the submission of instructions f the drafting of the Transfer Schemes. This datasite will also used as part of the Department s Handover and Closedown Programme f SHAs and PCTs. 8.2 Details of site and how SHAs and PCTs will access to it will provided to SHA and PCT governance leads separately to Guidance f confidentiality and data security purposes. 8.3 SHAs and PCTs must submit their instructions f the Transfer Schemes returns (based on the template set out in Annex 3) in accdance with the following timetable: Date Comments 15 Novemr 2012 First set of data returns f instructions f Transfer Schemes 13 Decemr 2012 Second set of data returns f instructions f Transfer Schemes 17 January 2013 Third set of data returns f instructions f Transfer Schemes 14 February 2013 Fourth set of data returns f instructions f Transfer Schemes 14 March 2013 Final set of data returns f instructions f Transfer Schemes No further amendments to made to instructions 8.4 It is up to SHAs and PCTs to ensure that all instructions have en checked f consistency and accuracy. The Department will collate the instructions and fward them to DH Legal f the drafting of Transfer Schemes. SHAs and PCTs are not expected to liaise with DH Legal directly. 9. Contact details f further infmation IPO Transition Team [email protected] 23

24 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 Annex 1: (Template Transfer Scheme) NATIONAL HEALTH SERVICE, ENGLAND TRANSFER SCHEMES The Health and Social Care Act 2012 [name of transfer] 12 (Transfer of Property, Rights and Liabilities) Scheme 2013 The Secretary of State f Health, in exercise of the powers conferred by section 300(2) and 301 of the Health and Social Care Act 2012, makes the following Scheme. Citation, commencement and application 1. (1) This Scheme may cited as the Health and Social Care Act 2012 [name of transfer] 13 (Transfer of Property, Rights and Liabilities) Scheme (2) This Scheme applies in connection with the abolition of [name of transfer] 14 and comes into effect at midnight on 31st March Interpretation 2. (1) In Scheme the transfer date means 1 April 2013 [The Commencement Order will deal with the conferring of the statuty powers set out in the Health and Social Care Act 2012 on CCGs and abolition of SHAs and PCTs. F accounting purposes as set out in Finance Guidance, the assets and liabilities must in the accounts f SHAs and PCTs on 31 March 2013] transferee means [define by reference to entries in the Property Schedule]; and transfer means [name of transfer]; [These are examples. A full list of definitions will inserted as required] Transfer of property, and liabilities 3. (1) Any [property] held by the transfer immediately fe the transfer date which is identified in a schedule of property compiled by the transfer and annexed to Scheme ( the Property Schedule ) i, on the transfer date, to the 12 Guidance Note: As a general principle there will Transfer Scheme f each Transfer. 24

25 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 transferee identified in the Property Schedule in relation to the relevant property. [Refer to Annex 2 f how to identify property and liabilities] (2) [Specific provisions will drafted f the transfer of and liabilities and will depend on the infmation completed in the Instructions set out in Annex 3]. Conditions of transfer on [a particular asset] 4. [Detailed provision will included here f conditions included in the Instructions set out in Annex 3.] Other conditions of transfer 5. [Detailed provision will included here f conditions included in the Instructions set out in Annex 3.] Supplementary provisions Signed by authity of the Secretary of State f Health. Date Name Memr of the Seni Civil Service Department of Health 25

26 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 Annex 2: (Template List of Assets and Liabilities) The purpose of document is to assist Senders and Receivers to conduct a due diligence of all of their assets and liabilities f governance purposes and to assist in preparing the instructions f the Transfer Schemes and Transfer Orders (refer to Annex 3). Senders and Receivers may already using similar tools already as part of their preparation f the NHS Transition, f example, f the transfer of property and estate, HR and Clinical Contracts. The purpose of document is ALL OTHER assets and liabilities. The tools used in specific wkstreams should continue to used as the primary tool. This document together with the specific wkstream tools is also a useful tool f governance purposes as it creates an auditable recd of the process engaged in by Senders in conducting their due diligence of assets and liabilities and recding decisions made as to how and to whom those assets and liabilities should allocated. This is especially imptant f SHAs and PCTs which will cease on 1 April The infmation contained in the columns marked with a * must included in the Instructions f a Transfer Scheme. If specific conditions apply to the transfer of an asset liability, the infmation contained in the columns marked with a # should included in the Instructions f a Transfer Scheme. 26

27 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete PROPERTY [Refer to property transfer scheme schedules requested by David Fly planning f property and Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 27

28 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete estate ] [Refer to property transfer scheme schedules requested by David Fly planning f Include asset liability registered It is assets the need to not the private body need to d pri to Eg, subtenant registered unregistere d (N.B., will capture and f it - title as a regulaty asset liability. disposed me than to 28

29 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete property and estate ] Include asset liability registered It is assets the need to not the private body need to d pri to hosted entities) and f it - title as a regulaty asset liability. disposed me than to IT HARDWARE [potentially Refer to property transfer scheme Servers May owned by a and space provided to SHA/PCT under 29

30 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete schedules requested by David Fly planning f property and estate ] Computers, cables etc. [refer to IT asset Include asset liability registered It is assets the need to not the private body an outsourcing arrangement need to d pri to and f it - title as a regulaty asset liability. disposed me than to 30

31 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete registers] Telephs Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to PLANT AND EQUIPMENT [Potentially refer to property transfer scheme Office Furniture 31

32 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete schedules requested by David Fly planning f property and estate ][refer to asset registers material Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 32

33 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete contracts if leased from and maintained by a ] MOTOR VEHICLES [refer to asset Photocopiers etc. Fittings etc. Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 33

34 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete registers material contracts if leased from and maintained by a ] FINANCE Bank Account name, Bank Account Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 34

35 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete account numr, st code, branch address Aued signaties Financing Agreements: Loans where Sender is the Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 35

36 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete Brower Mtgages other charges over assets Grant Funding details Charitable Donations hire purchase and leasing contracts Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 36

37 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete Financial Recds and Accounts Include asset liability registered It is assets the need to not the private body need to d pri to HMRC, NAO and other regulaty bodies who may review recds etc. and f it - title as a regulaty asset liability. disposed me than to TAX 37

38 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete INTELLECTUA L PROPERTY RIGHTS Software Licences from parties used by the Sender Software Licences (licensed by the Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 38

39 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete Sender to parties) Trade Marks (owned licenced) Patents (owned licenced) Copyright Domain name registration Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. Notification of registration bodies. Notification of registration bodies. disposed me than to 39

40 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete MATERIAL CONTRACTS [Refer to wk d f Richard Dodds team] [Refer to property details Websites Clinical commissioning contracts Section 75 Agreements with Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 40

41 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete transfer scheme schedules requested by David Fly planning f property and estate [Potentially Local Authities Joint Ventures Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 41

42 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete refer to property transfer scheme schedules requested by David Fly planning f property and estate with public and/ private sect (NB, includes voluntary sect) Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 42

43 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete Operating Agreements eg: Finance and administr ative suppt services: Serco, Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 43

44 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete NHS SBS, statiry suppliers etc. Contracto rs agreeme nts; Manage Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 44

45 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete ment consultan cy and professio nal services PR, advertisin g and communi Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 45

46 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete cations Facilities manage ment IT Systems, hardware, suppt and maintena Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 46

47 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete nce if not covered by IT Hardware above (include contracts f telephony devices Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 47

48 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete such as blackrr y, ipads, smart phs etc). Website developm ent etc. Other Contracts Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 48

49 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete EMPLOYMENT Contracts that have expired where there is an ongoing obligation, f example to hold recds/data, to make payments and so on Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 49

50 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete AND PENSIONS [Refer to returns f HR Wkstream] Personnel file Pensions file Occupational, Health and Safety File Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 50

51 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to GOVERNANCE RECORDS Minutes of Board meetings and associated papers Establishment Orders and other statuty 51

52 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete DATA instruments Statuty registers Other cpate recds Patient recds Activity costs / quality analysis SUI s Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 52

53 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete Complaints Market/suppliers Public health Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to DISPUTES / LITIGATION / CLAIMS Orders of a court other regulaty body 53

54 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete which the Sender is bound to comply with actions proceedings which are pending threatened against the Sender Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 54

55 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete actions proceedings which are pending threatened by the Sender Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to INSURANCE Insurance policies terms 55

56 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete Certificates of currency Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to CONSENTS, LICENCES, PERMITS AND APPROVALS Local Authity Environmental Agency (eg, 56

57 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 This is the full as complete pollution, hazardous waste) Other Include asset liability registered It is assets the need to not the private body need to d pri to and f it - title as a regulaty asset liability. disposed me than to 57

58 Annex 3: (Template instructions f a Transfer Scheme) Instructions f the transfer of property, and liabilities f [insert name of SHA/PCT/Sender] under sections 300 and 301 of the Health and Social Care Act 2012 (1) Transfer: [Insert full statuty name of the transfer by reference to the Establishment Order Commencement Order] (2) Details of property, and liabilities to : [Note: Senders should confirm any property, liabilities have en will included in a separate instrument, particularly Establishment Orders, Abolition Orders Transfer Orders. It is the responsibility of the Sender and its advisers to ensure that the instructions and lists attached to the instructions are accurate and complete.] [The Property Transfer Scheme Schedule required by David Fly s planning f property and estate transfer will fm the basis f instructions in relation to land and buildings] [F other property, assets and liabilities] Column (1) Property, and liabilities to 1. [Transfers to complete column to identify specific assets and liabilities to as per Annex 2 above columns 1 and 2] Material Contracts 2. All, liabilities and obligations in respect of the following material contracts tween the Transfer and the counterparties listed low: [Insert list of material contracts to transfer to nominated Transferee, f example, tween Counter (1), Counter (2) dated [insert date] in respect of [insert description of goods services] 3. Sample instructions f sweeping up all material contracts not identified by specific Transferee?: All other, liabilities and obligations in any material contracts related to [insert Column (2) Transferee 1. [Only transferee can nominated f the purposes of completing column. Where me than transferee is identified and the nominated transferees intend to share ownership pursuant to section 301(4) of the 2012 Act, specific instructions need to given in respect of how ownership is to shared. Refer to paragraph (4) low] 2. Receiver (1) Receiver (1) 58

59 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 Column (1) Property, and liabilities to function] of the Transferee not listed above., Column (2) Transferee (3) Instructions under Section 301(3) of the Health and Social Care Act 2012 (conditions attached to transfer) Option 1: N. This means that all assets and liabilities in respect of a particular group class of assets and liabilities identified in (2) above are all going to Transferee. Option 2: complete the following table: Asset Condition attached to transfer (both pre-existing conditions new conditions to created as part of the transfer) Patient Recds [insert arrangement f access f purposes of defending clinical negligence claims] Intellectual Property Right Perpetual, non-exclusive, (f example software) [royalty-free] licence to Intellectual Property Right (f example software) Intellectual Property Right (f example, trade mark registered in a jurisdiction other than England and Wales) Material contracts [insert of use] Perpetual, non-exclusive, licence to [insert of use] f annual licence fee of [ X] Transferee must register transfer with [insert name of registration body] An electronic copy of material contracts listed in Table 1 above and all future amendments insofar as they relate to [insert description of function f Receiver (2)] Transferee Receiver (1) NHS Litigation Authity Receiver (2) Receiver (3) Receiver (4) Receiver (5) Receiver (6) Receiver (2) (4) Instructions under Section 301(4) of the Health and Social Care Act 2012 (shared ownership of property) Asset Intellectual Property Right (f example software) Details of shared ownership Asset owned in equal shares tween transferees Transferee(s) Receiver (2) Receiver (3) (5) Instructions otherwise not covered above 59

60 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 [Include instructions to address specific issues regarding the nature of the property, and liabilities to that should addressed which are not otherwise covered in the tables above.] (6) Aued Officer f these instructions Name: Position: [F example, CEO, DoF Chair] Contact details: [insert address, ph numr, mobile ph numr] Date: Signature of Aued Officer Attach identifiable, dated and signed relevant document which certifies the appointment of the aued officer to submit these instructions on half of the transfer and/ certified copy of board minute other internal governance document that consents to the submission of the instructions and that the instructions are complete and accurate and include all of the property, assets and liabilities of the relevant transfer to under sections 300 to 302 of the Health and Social Care Act [The purpose of requiring transfers to complete the statement above is to ensure that the appropriate governance processes have en followed by the transfer and, as SHAs and PCTs will abolished on 1 April 2013, all assets have en disposed of and all liabilities have en by 31 March 2013.] 60

61 The Health and Social Care Act 2012 [name of transfer]11f (Transfer of Property, Rights and Liabilities) Scheme 2013 Annex 4: (Sample Transfer Schedule tween Senders and Receivers) The Property and Liabilities schedule f [insert name of Sender] and [insert name of Receiver] 1. The Property and Liabilities identified in Schedule are the property of [insert name of Sender] (the transfer ) and have en identified as property which will transfer to [insert name of Receiver] (the transferee ) on the effective date of the Transfer Scheme f [insert name of Sender] In Schedule: [insert definitions] 3. The property of the transfer that will transfer to the transferee on the at the effective date are: [insert reference schedule to attached as an appendix f Receiver based on infmation provided in Annex 3]. Signed on half of the transfer [Insert name of Sender] Signature:. Name:.. Role:.. [That is, Aued Officer position within the Sender] Date: Signed on half of the transferee [Insert name of Receiver] Signature:. Name:.. Role:.. [That is, Aued Officer position within the Receiver] Date: 61