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Fit and Proper Persons: Directors Policy

1.     Purpose

The purpose of this policy is to ensure that any person appointed, or retained, as a director (or performing functions equivalent or similar to a director) is fit and proper in accordance with Regulation 5 of the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014.

This policy sets out the specific fitness tests in Regulation 5, including the requirements that directors are of good character, have the qualifications, competence, skills and experience required, are able to perform the role by reason of their health (with reasonable adjustments where needed), have not been responsible for serious misconduct or mismanagement, and do not meet any ground of unfitness under Schedule 4.

The organisation will maintain robust evidence to demonstrate compliance and will make required information available to the Care Quality Commission (CQC) on request in line with Regulation 5 and CQC guidance.

2.     Scope

This policy applies to all individuals appointed as directors, board members, or those performing equivalent roles in our domiciliary care organisation. It also applies to any senior leaders who have responsibility for the oversight of care and governance within the service. This includes those who influence decision-making, strategic planning, and regulatory compliance. The policy sets out the requirements for appointment, ongoing compliance, and monitoring of directors to ensure the highest standards of leadership and care quality.

Regulation 5 applies where the registered provider is a body other than a partnership. Where the registered provider is an individual or a partnership, Regulation 5 does not apply; however, the organisation will apply the same principles of safe recruitment and good governance to senior leadership roles.

For the purposes of this policy, “director” includes any person who is formally appointed as a director and any person performing the functions of, or functions equivalent or similar to, a director, including board members, trustees (where applicable), and senior leaders who hold ultimate responsibility for the quality and safety of care and compliance with the fundamental standards.

3.     Legal and Regulatory Framework

Our organisation adheres to the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014, specifically Regulation 5, which outlines the requirements for fit and proper persons at a director level. This policy ensures compliance with the CQC’s guidance on the regulation, which mandates that directors must be of good character, have the necessary qualifications, skills, and experience, and must not have been responsible for any serious misconduct or mismanagement in previous roles. It also ensures compliance with the wider legal framework, including employment law, safeguarding regulations, and corporate governance standards. The organisation will have regard to CQC guidance on Regulation 5 (Fit and Proper Persons: Directors), which sets out how CQC expects providers to meet and evidence compliance, including the use of Schedule 4 factors in assessing good character and unfitness.

4.     Regulation 5 Fitness Criteria and Required Evidence

The organisation must not appoint or have in place an individual as a director (or in a director-equivalent role) unless all Regulation 5(3) requirements are met and evidenced. These tests are:

(a) Good character: We will assess good character with reference to Schedule 4 (Part 2) and CQC expectations that processes consider honesty, trustworthiness, reliability and respectfulness. Where any adverse information exists, the organisation will record the rationale for any decision that the individual remains suitable.

(b) Qualifications, competence, skills and experience: We will confirm the individual meets the requirements of the role specification (including any requirement for professional registration) and has appropriate leadership and governance capability for regulated activity oversight.

(c) Health: We will confirm the individual is able to perform intrinsic role requirements after reasonable adjustments are made where needed, in line with the Equality Act 2010.

(d) Serious misconduct or mismanagement: We will take reasonable steps to assure ourselves that the individual has not been responsible for, been privy to, contributed to, or facilitated any serious misconduct or mismanagement (whether unlawful or not) in any regulated activity (or an equivalent service elsewhere).

(e) Unfitness (Schedule 4 Part 1): We will establish whether any ground of unfitness applies, including bankruptcy/insolvency arrangements and any prohibition from holding office under other applicable laws (e.g., companies/charities legislation).

Minimum evidence set (kept on the director’s FPPR file):

1. Identity and right-to-work confirmation.
2. Full employment history with explanations for gaps.
3. References that specifically address conduct, leadership and governance.
4. Verification of qualifications and (where applicable) professional registration status.
5. DBS check where eligible/required for the role and confirmation of barred-list status where applicable.
6. Financial probity declaration (bankruptcy/insolvency/arrangements with creditors) and relevant checks proportionate to risk.
7. Signed Fit and Proper Person (FPPR) self-declaration (criminal convictions/cautions, regulatory investigations, conflicts of interest, misconduct/mismanagement).
8. Documented assessment and decision record signed by the Chair/Board (including rationale where any adverse information exists).

The organisation will ensure it can supply the CQC, on request, the information required for each director-level role in line with Regulation 5(5) (including Schedule 3 information) and any other relevant information required to be kept under enactments.

5.     Appointment and Assessment Process

The appointment of directors follows a rigorous and transparent process to ensure that only suitable candidates are selected. All prospective directors undergo thorough background checks, including employment history verification, qualification checks, financial probity assessments, and enhanced Disclosure and Barring Service (DBS) checks. Additionally, references from previous employers and professional bodies are obtained to assess their suitability for the role.

A formal interview process is conducted, where candidates are evaluated on their leadership capabilities, regulatory knowledge, commitment to high-quality care, and ethical decision-making. Any identified concerns regarding a candidate’s fitness for the role are escalated to the board for further review and risk assessment before any appointment is confirmed.

The organisation will not appoint (and will not continue to “have in place”) any director or director-equivalent office holder unless a documented FPPR assessment confirms that all Regulation 5(3) criteria are met.

A written decision record will be completed for each appointment, setting out: (1) evidence reviewed, (2) any risks/adverse information identified, (3) the rationale for the decision, and (4) any mitigation/conditions applied (e.g., training, supervision, interim restrictions). This record will be retained on the FPPR file and made available to CQC on request.

6.     Ongoing Compliance and Monitoring

To maintain compliance with fit and proper persons requirements, all directors are subject to regular review and monitoring. Annual performance reviews assess their ongoing suitability based on their leadership effectiveness, adherence to regulatory requirements, and their contribution to organisational governance. Directors are required to complete periodic declarations confirming that they remain fit and proper to hold their position.

If concerns arise about a director’s fitness, an investigation is conducted to determine whether any actions or breaches have occurred that may compromise their role. If necessary, appropriate remedial measures are taken, which may include retraining, disciplinary action, or removal from the position.

Fitness will be reviewed at least annually and additionally on a risk-based schedule determined by the Board (for example, following organisational change, safeguarding concerns, serious incidents, enforcement action, substantiated complaints, whistleblowing disclosures, or concerns about conduct, competence, health or financial probity).

Directors must immediately notify the Chair/Board of any change that may affect fitness, including: criminal investigations/charges/convictions, DBS status changes, professional regulator investigations/sanctions, insolvency/bankruptcy or arrangements with creditors, conflicts of interest, or any allegation of serious misconduct or mismanagement.

7.     Roles and Responsibilities

The board of directors holds collective responsibility for ensuring compliance with this policy. The chairperson oversees the fit and proper persons’ process and ensures that all directors meet the required standards. Where in place, the HR department is responsible for conducting background checks and maintaining records of compliance. Senior management must provide support and ensure that directors receive the necessary training and updates on regulatory requirements.

Directors themselves must uphold the highest standards of integrity and professionalism. They must disclose any conflicts of interest, criminal convictions, or financial concerns that may impact their ability to fulfil their duties. Any failure to meet the fit and proper persons criteria must be reported and addressed without delay.

8.     Training and Development

To support directors in maintaining their fitness for the role, our organisation provides ongoing professional development opportunities. Training includes governance best practices, CQC regulatory requirements, safeguarding responsibilities, and ethical leadership. Regular updates on changes in legislation and industry standards are provided to ensure that directors remain informed and competent in their roles.

9.     Record-Keeping and Confidentiality

Comprehensive records of all assessments, declarations, background checks, and training activities are securely maintained. These records are periodically reviewed to ensure compliance with regulatory requirements. All personal and professional information regarding directors is treated with strict confidentiality and stored in accordance with data protection regulations.

FPPR files will be maintained so that the organisation can supply the CQC, on request, the information required by Regulation 5(5), including the information specified in Schedule 3, and any other relevant information required to be kept under applicable legislation. Requests from CQC will be actioned promptly and in line with information governance requirements.

10.                           Investigation and Remediation

In cases where a director is suspected of failing to meet the fit and proper persons requirements, a formal investigation is initiated. Where a concern indicates a potential failure to meet Regulation 5(3) or Schedule 4, the organisation will consider immediate interim measures to protect people using the service and the integrity of governance. This may include temporary restriction of duties, enhanced oversight, or suspension from the role while enquiries are completed.

If the investigation confirms that the individual no longer meets Regulation 5(3), the organisation will take action that is necessary and proportionate to ensure that the director-level office/position is held only by a person who meets the Regulation 5 requirements. Actions may include removal from the role, termination of appointment, or other proportionate steps depending on the risk and findings.

Where the individual is a health care professional, social worker, or other professional registered with a health or social care regulator, and the organisation concludes they no longer meet Regulation 5 requirements, the organisation will inform the relevant professional regulator in accordance with Regulation 5(6)(b) and keep a record of the notification and outcome.

The investigation follows a clear, fair, and objective process, ensuring that all concerns are thoroughly examined. If misconduct, mismanagement, or unfitness is confirmed, appropriate action is taken, which may include additional training, formal warnings, suspension, or dismissal.

Decisions regarding director suitability are made with due consideration to regulatory requirements and organisational values, ensuring that any action taken aligns with best practice governance and protects the interests of service users and staff.

11.                           Policy Review and Compliance Monitoring

This policy is reviewed annually or sooner if there are significant changes in legislation, regulatory requirements, or organisational structure. Compliance with this policy is regularly audited, and findings are reported to the board for continuous improvement.

Our organisation is dedicated to ensuring that all directors remain fit and proper to lead and oversee high-quality domiciliary care services. By upholding the principles of this policy, we maintain the trust and confidence of service users, staff, and regulatory bodies, ensuring that our organisation operates with transparency, accountability, and excellence.

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