{{org_field_logo}}

{{org_field_name}}

Registration Number: {{org_field_registration_no}}

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Fit and Proper Persons: Directors Policy

1. Purpose

This policy sets out the governance arrangements used by {{org_field_name}} to assess and monitor the suitability of its directors and to ensure that the organisation continues to meet its regulatory responsibilities as a registered service provider under the Regulation and Inspection of Social Care (Wales) Act 2016.

The statutory fit and proper person test in section 9 of the Regulation and Inspection of Social Care (Wales) Act 2016 applies to the service provider or person applying to become a service provider and to the Responsible Individual or person proposed for designation as a Responsible Individual. It does not impose a separate statutory fit and proper person test on every director solely because that person is a director.

However, because the conduct, competence and decisions of directors may affect the fitness of the service provider, its governance, regulatory compliance and the quality and safety of regulated services, {{org_field_name}} will maintain appropriate arrangements to assess the suitability of all directors and to identify matters which may require action or notification to Care Inspectorate Wales (CIW).

Where a director is designated, or proposed for designation, as the Responsible Individual, that person must satisfy all statutory eligibility, fitness and suitability requirements applying to the Responsible Individual and must comply with the duties placed on Responsible Individuals by the Regulation and Inspection of Social Care (Wales) Act 2016 and the Regulated Services (Service Providers and Responsible Individuals) (Wales) Regulations 2017, as amended.

2. Scope

This policy applies to all directors of {{org_field_name}} and to any person proposed for appointment as a director.

It also applies specifically to any director who:

• is designated or proposed for designation as the Responsible Individual for a regulated service;
• exercises functions relevant to the governance, management or control of the registered service provider; or
• is required to provide information to {{org_field_name}} so that the service provider can meet its statutory registration, notification, governance or regulatory obligations.

Nothing in this policy is intended to treat a person as a director, Responsible Individual or other statutory office-holder where that person does not fall within the relevant legal definition.

2.1 Definitions and relationship to the Responsible Individual role

For the purposes of this policy:

• Director means a person who is legally a director or similar officer of {{org_field_name}}, having regard to the organisation’s legal form and applicable company, charity and regulatory law.
• Service Provider means the person or organisation registered with CIW to provide the regulated service.
• Responsible Individual (RI) means the individual designated in relation to the regulated service and specified as such in the service provider’s registration in accordance with section 21 of the Regulation and Inspection of Social Care (Wales) Act 2016.

Where the service provider is a body corporate other than a local authority, an individual eligible to be the Responsible Individual must satisfy the requirements of section 21 of the Regulation and Inspection of Social Care (Wales) Act 2016. Depending upon the legal form of the body, this will ordinarily be a director or similar officer and, in the case of a public limited company, may be a director or company secretary.

A director does not become the Responsible Individual merely because they are a director. The individual must be properly designated and specified as the Responsible Individual in the service provider’s registration.

Where a director is designated as the Responsible Individual, the individual must:

• satisfy the statutory fit and proper person test;
• be suitable to undertake the role;
• undertake appropriate training;
• comply with the duties imposed upon Responsible Individuals by the Regulated Services (Service Providers and Responsible Individuals) (Wales) Regulations 2017, as amended; and
• provide effective oversight of the management, quality, safety and regulatory compliance of the service.

3. Legal and Regulatory Framework

This policy must be applied in accordance with the legislation and statutory guidance relevant to the regulated service, including:

• the Regulation and Inspection of Social Care (Wales) Act 2016, as amended;
• the Regulated Services (Service Providers and Responsible Individuals) (Wales) Regulations 2017, as amended;
• the Regulated Services (Registration) (Wales) Regulations 2017, as amended;
• the Regulated Services (Annual Returns) (Wales) Regulations 2017 and relevant subsequent amendments;
• the Social Services and Well-being (Wales) Act 2014, where relevant;
• the Equality Act 2010;
• the Companies Act 2006, including requirements relating to directors and director disqualification where applicable;
• the Data Protection Act 2018 and UK General Data Protection Regulation in relation to the collection, use, storage and disclosure of personal information obtained as part of suitability and governance checks; and
• statutory guidance issued by the Welsh Ministers under section 29 of the Regulation and Inspection of Social Care (Wales) Act 2016 for service providers and Responsible Individuals of care home and domiciliary support services.

{{org_field_name}} will also have regard, where applicable, to current CIW regulatory guidance and policies, including:

• CIW’s current Guide to Registration under the Regulation and Inspection of Social Care (Wales) Act 2016;
• CIW’s current Securing Improvement and Enforcement Policy;
• CIW’s current Criminal Enforcement Policy; and
• relevant codes, standards and guidance issued by Social Care Wales.

Where {{org_field_name}} provides a restricted children’s service, the organisation must also comply with the Regulation and Inspection of Social Care (Wales) Act 2016 as amended by the Health and Social Care (Wales) Act 2025, including the requirements which apply to restricted children’s services and, where applicable, the additional provisions relating to the service provider’s legal form, objects or purposes and financial arrangements.

Legislation, statutory guidance and CIW requirements will be interpreted according to their current version. Where this policy conflicts with a statutory requirement, the statutory requirement takes precedence and the policy must be amended without unnecessary delay.

4. Suitability of Directors and the Statutory Fit and Proper Person Test

{{org_field_name}} will maintain governance arrangements which enable it to identify and respond to matters concerning a director which may affect:

• the fitness of the registered service provider;
• the fitness or suitability of a Responsible Individual;
• the safe and effective governance of the regulated service;
• compliance with the conditions of registration or regulatory requirements; or
• the safety, rights and well-being of individuals receiving care and support.

The statutory fit and proper person test under section 9 of the Regulation and Inspection of Social Care (Wales) Act 2016 applies to the service provider or applicant for registration and to the Responsible Individual or proposed Responsible Individual. A director who is also the Responsible Individual is therefore subject to that statutory test in their capacity as Responsible Individual.

The conduct of other directors may nevertheless be relevant to CIW’s consideration of the fitness of the service provider or Responsible Individual, including where information concerning an associated person or the governance and management of a regulated service is relevant to that assessment.

4.1 Matters Relevant to the Statutory Fit and Proper Person Test

Where the statutory fit and proper person test applies, {{org_field_name}} will take account of the matters specified in section 9 of the Regulation and Inspection of Social Care (Wales) Act 2016 and any other matters which CIW or the Welsh Ministers are entitled to regard as appropriate.

Relevant evidence includes evidence that the person has:

• committed an offence involving fraud or other dishonesty, violence, firearms or drugs;
• committed an offence attracting the notification requirements specified in Schedule 3 to the Sexual Offences Act 2003;
• committed an offence under the Regulation and Inspection of Social Care (Wales) Act 2016 or regulations made under it;
• committed an offence under Part 2 of the Care Standards Act 2000 or regulations made under it;
• committed any other offence considered relevant by the regulator;
• practised unlawful discrimination or harassment on a ground protected by the Equality Act 2010, or victimised another person contrary to that Act, in or in connection with the carrying on of a business;
• been responsible for, contributed to or facilitated misconduct or mismanagement in the provision of a regulated service, or an equivalent service provided outside Wales; or
• previously failed to comply with an undertaking, condition of registration or applicable regulatory requirement of the kind specified in section 9 of the Act.

The assessment may also take account of relevant evidence concerning a person who is or was associated with the person being assessed, whether personally, professionally or otherwise, where that evidence is relevant to the person’s fitness.

When misconduct or mismanagement is being considered, relevant matters include:

• the seriousness and duration of the misconduct or mismanagement;
• any harm caused to a person or evidence of an intention to cause harm;
• any financial gain obtained by the person; and
• action taken by the person to remedy the misconduct or mismanagement.

4.2 Suitability and Competence of Directors

Directors must be capable of properly discharging the duties attached to their particular office and must comply with applicable company law and the governance arrangements of {{org_field_name}}.

{{org_field_name}} will determine the skills, knowledge and experience required for each director’s role according to the responsibilities allocated to that director and the governance needs of the organisation.

There is no requirement under the Regulation and Inspection of Social Care (Wales) Act 2016 for every director, solely by virtue of being a director, to hold a particular professional social care qualification.

Where a director is designated or proposed as the Responsible Individual, {{org_field_name}} must ensure that the individual is eligible, fit and proper, sufficiently senior and competent to fulfil the Responsible Individual duties. The service provider must support the Responsible Individual to carry out those duties effectively and to undertake appropriate training.

4.3 Financial Conduct, Governance and Restricted Children’s Services

Directors must disclose any matter which may materially affect their ability lawfully and properly to hold office or which may affect the governance, financial sustainability or regulatory fitness of {{org_field_name}}.

This includes any current director disqualification, restriction, insolvency-related restriction or other legal prohibition relevant to holding office or managing the organisation.

A past bankruptcy or insolvency event will not automatically be treated as a statutory disqualification under this policy unless the law imposes such a restriction or the circumstances are otherwise relevant to the fitness of the service provider or Responsible Individual.

Where {{org_field_name}} provides a restricted children’s service, the organisation will comply with the additional requirements introduced into the Regulation and Inspection of Social Care (Wales) Act 2016 by the Health and Social Care (Wales) Act 2025. Where applicable, this includes consideration of whether financial arrangements with or for the benefit of relevant persons are unreasonable or disproportionate and, as a consequence, may undermine the provider’s pursuit of its required objects or purposes.

4.4 Regulatory Compliance and Conduct

Directors must act within their lawful authority and must not knowingly cause, permit or facilitate the service provider to operate in breach of its statutory or regulatory obligations.

Any director who becomes aware of a matter which may materially affect:

• the service provider’s registration;
• the fitness or suitability of the Responsible Individual;
• compliance with the Regulations;
• the safety or well-being of individuals using the service; or
• a statutory notification obligation,

must report the matter promptly through the organisation’s governance arrangements so that appropriate action can be taken.

4.5 Health and Ability to Undertake the Role

The organisation will not apply a general statutory health or medical fitness test to every director solely because the person is a director.

Where a person’s health or other circumstances materially affect their ability to carry out a role for which they have statutory or governance responsibilities, {{org_field_name}} will consider appropriate and lawful action, including reasonable adjustments where applicable.

Where the director is also the Responsible Individual and is unable to fulfil the Responsible Individual duties, the service provider must comply with the applicable requirements of the Regulated Services (Service Providers and Responsible Individuals) (Wales) Regulations 2017 concerning alternative arrangements and notification to CIW.

5. Recruitment and Appointment Procedures

The recruitment of directors follows a transparent, structured process to assess candidates against the fit and proper persons test.

5.1 Due Diligence and Background Checks

Before appointing a director, {{org_field_name}} will undertake proportionate checks necessary to establish that the person can lawfully hold the office and that no known information creates an unacceptable governance or regulatory risk.

Checks will include, where applicable:

• verification of identity;
• confirmation of the individual’s appointment and relevant Companies House information;
• a check for any applicable director disqualification or legal restriction on holding office;
• relevant declarations concerning criminal proceedings, regulatory matters, misconduct or mismanagement of regulated services, conflicts of interest and other information which may affect the service provider’s regulatory fitness;
• verification of qualifications or professional registration where a particular qualification or registration is required for the functions the individual will undertake; and
• references or other verification where required by the organisation’s recruitment or governance arrangements.

Disclosure and Barring Service checks

A DBS check will only be obtained where there is a lawful basis and the relevant role is eligible for the level of DBS check requested.

Where a director is being designated or proposed for designation as the Responsible Individual, the DBS requirements applying to Responsible Individuals under the current CIW registration process must be followed.

CIW currently requires an individual applicant and a Responsible Individual to provide a valid DBS certificate as part of the registration process. The certificate must meet the requirements specified by CIW at the time of the application, including requirements concerning its date or use of the DBS Update Service.

A director who is not the Responsible Individual will not be required to obtain a DBS certificate solely because they are a director unless:

• the director carries out other duties for which a DBS check is legally permitted or required; or
• another applicable legal or regulatory requirement requires such a check.

Where the director undertakes regulated activity with adults or children, {{org_field_name}} will obtain the appropriate DBS check, including a barred list check where legally required and permitted.

Where relevant to assessing suitability, overseas criminal record information or a certificate of good conduct will be sought where reasonably available, together with a documented risk assessment where the information cannot be obtained.

All information obtained through these checks will be handled in accordance with applicable data protection legislation.

5.2 Declaration and Disclosure of Relevant Information

All directors must provide sufficient information to enable {{org_field_name}} to comply with its corporate governance and regulatory obligations.

Each director must declare, at appointment and whenever circumstances materially change:

• any current legal disqualification or restriction preventing them from acting as a director or taking part in the management of the organisation;
• any criminal conviction, caution or other criminal matter which they are legally required to disclose and which may be relevant to their office or to the regulatory fitness of the provider or Responsible Individual;
• any relevant regulatory investigation, finding, sanction or restriction;
• any previous involvement in misconduct or mismanagement in the provision of a regulated care service;
• any actual or potential conflict of interest which may materially affect the proper discharge of their duties; and
• any other matter which may reasonably affect the service provider’s regulatory fitness or which {{org_field_name}} is legally required to disclose to CIW or another competent authority.

Where the director is also the Responsible Individual, the individual must provide all information required for the statutory fit and proper person assessment and must notify {{org_field_name}} promptly of any change which may affect their continuing fitness, suitability or ability to fulfil the Responsible Individual role.

Failure to disclose material information may result in action under the organisation’s governance arrangements and, where applicable, notification to CIW or another relevant authority.

5.3 CIW Notification – Changes to Directors and Persons Concerned in Management and Control

Where {{org_field_name}} is a body corporate, the service provider must notify CIW of any change in its directors in accordance with Regulation 60 and Schedule 3 to the Regulated Services (Service Providers and Responsible Individuals) (Wales) Regulations 2017, as amended.

Where applicable to the legal form of the service provider, the notification requirements relating to trustees, members of the managing committee or persons concerned in the management and control of an unincorporated body must also be followed.

Unless a different statutory timeframe is expressly specified, notification must be made without delay and in writing, in the form and manner required by CIW.

The Responsible Individual and/or nominated governance lead must ensure that the appropriate CIW Online notification is submitted and that evidence of the notification is retained.

The CIW Notifications Register must record:

• the nature and effective date of the change;
• the name and role of the person concerned;
• the date CIW was notified;
• the method by which notification was submitted;
• a copy or reference number for the notification; and
• any acknowledgement, request for further information or subsequent regulatory correspondence.

A change of director must not be treated as the same as a change of Responsible Individual. Where the individual concerned is also the Responsible Individual, {{org_field_name}} must separately ensure that any requirements concerning the designation, cancellation or replacement of the Responsible Individual are complied with.

6. Ongoing Monitoring and Compliance

To ensure continued compliance, the following monitoring measures are in place:

6.1 Annual Director Suitability and Regulatory Review

{{org_field_name}} will review the suitability and relevant declarations of each director at least annually as part of its governance arrangements.

The review is an organisational governance control and does not mean that every director is subject to the statutory fit and proper person test under section 9 of the Regulation and Inspection of Social Care (Wales) Act 2016.

The review will consider whether there has been any material change relating to:

• legal entitlement to act as a director;
• relevant criminal matters;
• director disqualification or other legal restriction;
• regulatory investigations, findings or sanctions;
• misconduct or mismanagement relevant to the provision of regulated services;
• conflicts of interest;
• matters affecting the director’s ability to discharge their allocated governance responsibilities; or
• information which may affect the fitness of the registered service provider or, where relevant, the fitness or suitability of the Responsible Individual.

A director must not wait until the annual review to disclose a material change. Relevant information must be reported promptly when it arises.

Where information identifies or may identify a statutory notification requirement, the matter must be escalated promptly to the Responsible Individual and/or nominated governance lead so that the required notification can be made within the statutory timeframe.

6.2 CIW Regulatory Compliance Audits

• CIW may request information and evidence about director suitability and governance arrangements as part of registration activity, inspection, intelligence-led regulatory work, or enforcement processes. The organisation will cooperate with CIW and provide requested evidence within required timescales, ensuring information shared is accurate, complete and properly authorised.
• Directors must fully cooperate with CIW inquiries.

6.3 Whistleblowing and Reporting Concerns

• Staff and stakeholders are encouraged to report concerns about a director’s suitability via the Whistleblowing Policy (CHW29).
• All concerns will be investigated confidentially, with potential referral to CIW or other authorities if required.

7. Managing Non-Compliance and Disqualification

Where a director fails to meet the Fit and Proper Persons criteria, the following steps will be taken:

7.1 Immediate Investigation

• Any concerns raised will be investigated by the Board and Responsible Individual.
• The director may be suspended pending investigation.

7.2 Action Where a Director is No Longer Suitable

Where concerns are substantiated, {{org_field_name}} will determine the appropriate action having regard to:

• the seriousness of the matter;
• any risk to individuals receiving care and support;
• the director’s statutory and governance responsibilities;
• whether the matter affects the fitness of the registered service provider;
• whether the director is also the Responsible Individual;
• company law, the organisation’s Articles of Association and other applicable governance requirements; and
• any statutory notification or safeguarding obligation.

Action may include:

• placing restrictions on the individual’s duties or authority;
• suspension from duties where lawful and appropriate;
• requiring remedial action;
• requesting resignation;
• commencing lawful procedures for removal from office; or
• referral or notification to CIW, Companies House, the Insolvency Service, the police, a professional regulator or another competent authority where required or appropriate.

{{org_field_name}} will not describe an internal decision to remove a person from office as a statutory “director disqualification” unless a legal disqualification has actually been imposed under applicable legislation.

Where the director is also the Responsible Individual and their fitness or suitability is affected, the provider must take immediate steps to ensure that the Responsible Individual requirements continue to be met and must make any notification or application required by CIW.

Any change in directors must be notified to CIW in accordance with Regulation 60 and Schedule 3.

7.3 Internal Review of Decisions

A director who is subject to an internal decision under this policy may use any review or appeal procedure made available under {{org_field_name}}’s Articles of Association, contractual arrangements or applicable governance procedures.

Nothing in this section creates or replaces a statutory right of appeal.

Where CIW itself takes statutory regulatory or enforcement action, any rights to make representations or appeal will be those provided by the Regulation and Inspection of Social Care (Wales) Act 2016 and the applicable CIW process.

8. Related Policies

This policy should be read alongside the following policies, where applicable:

• Fit and Proper Persons: Employed Staff Policy (CHW02);
• Good Governance Policy (CHW04);
• the organisation’s policy relating to compliance with the Social Services and Well-being (Wales) Act 2014;
• Whistleblowing (Speaking Up) Policy (CHW29);
• Safeguarding Adults from Abuse Policy (CHW13);
• Disciplinary and Grievance Policy (CHW31);
• Recruitment and Selection Policy;
• CIW Notifications / Notification of Incidents Policy;
• Data Protection and Confidentiality Policy.

9. Policy Review

This policy will be reviewed at least annually and sooner where necessary following:

• a change in applicable legislation or statutory guidance;
• a change in CIW regulatory requirements or relevant guidance;
• a significant change in the organisation’s legal or governance structure;
• a relevant regulatory finding or enforcement action;
• a significant governance incident; or
• identification that the policy no longer accurately reflects the organisation’s arrangements.

Material amendments will be communicated to directors and relevant staff.

{{org_field_name}} will provide this policy, or information arising from it, to CIW where CIW lawfully requests it or where a statutory or regulatory requirement requires its submission.

Changes to this policy do not in themselves require notification to CIW unless the change reflects or results from an event, change or circumstance which is separately notifiable under applicable legislation.

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Responsible Person: {{org_field_registered_manager_first_name}} {{org_field_registered_manager_last_name}}
Reviewed on: {{last_update_date}}
Next Review Date: {{next_review_date}}
Copyright © {{current_year}} – {{org_field_name}}. All rights reserved.