15(1)A public benefit corporation is to have a board of directors.E+W
(2)The constitution is to provide for all the powers of the corporation to be exercisable by the board of directors on its behalf.
(3)But the constitution may provide for any of those powers to be delegated to a committee of directors or to an executive director.
16(1)The board is to consist of—E+W
(a)executive directors, one of whom is to be the chief executive (and accounting officer) and another the finance director,
(b)non-executive directors, one of whom is to be the chairman.
(2)One of the executive directors is to be a registered medical practitioner or a registered dentist (within the meaning of the Dentists Act 1984 (c. 24)); and another is to be a registered nurse or a registered midwife.
(3)A person may not be appointed as an executive director if he is within paragraph 8(1).
(4)A person may be appointed as a non-executive director only if—
(a)he is a member of a public constituency or the patients' constituency, or
(b)where any of the corporation’s hospitals includes a medical or dental school provided by a university, he exercises functions for the purposes of that university,
and he is not within paragraph 8(1).
17(1)It is for the board of governors at a general meeting to appoint or remove the chairman and the other non-executive directors.E+W
Removal of a non-executive director under this sub-paragraph requires the approval of three-quarters of the members of the board.
(2)It is for the non-executive directors to appoint or remove the chief executive.
(3)It is for a committee consisting of the chairman, the chief executive and the other non-executive directors to appoint or remove the executive directors.
(4)The appointment of a chief executive requires the approval of the board of governors.
18(1)It is for the board of governors at a general meeting to decide the remuneration and allowances, and the other terms and conditions of office, of the non-executive directors.E+W
(2)The corporation is to establish a committee of non-executive directors to decide the remuneration and allowances, and the other terms and conditions of office, of the executive directors; but the constitution may make provision for those matters to be decided pending the establishment of such a committee.