Details of how independence of hospital will be protected
The 25-page unpublished "Terms of Agreement" between the two hospitals spells out how the independence of the maternity hospital will be protected through a new Designated Activity Company providing maternity services.
• The new company's memorandum and articles to provide for "reserved powers" and a "golden share" - effectively a ministerial veto - to protect the autonomy of the board.
• The "agreed reserve powers" are "to be exercised in an undiluted manner by all of the directors" and include specific reference to the hospital's "clinical and operational independence" in providing maternity services "without religious, ethnic or other distinction".
• The "reserve powers" also refer to budgetary control, the retention of the master role and "the retention and utilisation" of any donations, gifts or bequests to the maternity hospital".
• The "reserved powers" cannot be amended "save with the prior written and unanimous approval of all the directors of the board and with the consent of the Minister for Health".
• Either group can consult the Minister for Health on any matter relating to the reserved powers "on which they may feel aggrieved".
• Under the heading "Ownership", the document says St Vincent's Healthcare Group will be the sole owner of the new company "subject to" two conditions: that the Minister for Health holding a Golden Share with powers that protect the "reserved powers", "constitution" and "board composition" and that "the State will require a "lien" on the hospital.
• The master will also have a group role, as clinical director for obstetrics and gynaecology, and will report to the group clinical director and the group medical board, under "an agreed system of clinical governance" with St Vincent's Health Care Group.
• The hospitals also agreed to share information on "private clinical practice" arrangements of their consultants, to provide for transparency on their "specific roles and purpose" and their relationship with the public hospital.
• The maternity hospital will be "physically connected" to St Vincent's University Hospital, so that consultants and staff can move freely from one to the other.
• Patients will transfer "seamlessly" from one hospital to another, to protect patient care.
• SVHG made "the valid point" that it has overall responsibility for the operation of the campus and needed to "retain a corporate unitary oversight of all campus utilities and services".
• Some corporate "oversight" or "integration" was not "unreasonable" and two NMH nominee would sit on the board of SVHG
• The "compromise" of equal representation of St Vincent's Healthcare Group and National Maternity Hospital on the board "as a fair balance between the corporate hospital interests of both entities"; a ninth director to be an independent expert on obstetrics chosen jointly. The first chair to be a NMH director.
• The memorandum and articles of the new company will also ensure services provided by the new hospital will be "in succession to the objectives and services" provided at Holles Street.