Fit and proper persons (directors) policy template

1. What the regulation says

the individual is of good character, (Regulation 5(3)(a))

the individual has the qualifications, competence, skills and experience which are necessary for the relevant office or position or the work for which they are employed, (Regulation 5(3)(b))

the individual is able by reason of their health, after reasonable adjustments are made, of properly performing tasks which are intrinsic to the office or position for which they are appointed or to the work for which they are employed, (Regulation 5(3)(c))

the individual has not been responsible for, been privy to, contributed to or facilitated any serious misconduct or mismanagement (whether unlawful or not) in the course of carrying on a regulated activity or providing a service elsewhere which, if provided in England, would be a regulated activity, (Regulation 5(3)(d))

none of the grounds of unfitness specified in Part 1 of Schedule 4 apply to the individual. (Regulation 5(3)(e))

take such action as is necessary and proportionate to ensure that the office or position in question is held by an individual who meets such requirements, and (Regulation 5(5)(a))

if the individual is a health care professional, social worker or other professional registered with a health care or social care regulator, inform the regulator in question. (Regulation 5(5)(b))

The full text of the regulation is at https://www.legislation.gov.uk/uksi/2014/2936/regulation/5. Where this policy and the regulation diverge, the regulation wins.

2. Plain-English summary

If you are a body other than a partnership (a company, charity, NHS trust, etc.), every director or person doing director-equivalent work has to meet the fit-and-proper-persons standard. Good character, the right competence, sound health (with reasonable adjustments), no serious misconduct or mismanagement on their record, and none of the grounds of unfitness in Part 1 of Schedule 4.

3. Scope

This policy applies to every director, trustee, or person performing director-equivalent functions at where the provider is a body other than a partnership. It covers the appointment process for new directors, the continuing fitness of incumbent directors, the Reg 5 grounds-of-unfitness check against Schedule 4 Part 1, the information set held per director (a Reg-5-specific information set distinct from the Reg 19 Schedule 3 employee set), and the cessation arrangements when a director leaves.

(Tenant updates the angle-bracket placeholder.)

4. Roles and responsibilities

• The Provider (the body corporate or unincorporated body): the duty-holder under Reg 5. Maintains the FPPR file for every director and the systems that ensure compliance.
• The Board (or equivalent governing body): collectively responsible for the FPPR framework operating. Approves new director appointments after the FPPR check.
• Chair of the Board (or equivalent): named individual who signs off the annual FPPR review for each director.
• Nominated Individual: holds the day-to-day provider-side responsibility under Reg 6 for corporate-body providers and typically operates the FPPR check process.
• HR Lead or Company Secretary: operates the FPPR information-gathering, the DBS, the qualification verification, the conduct-history checks, the Schedule 4 grounds-of-unfitness check.
• All directors: notify the Provider of any change to their personal circumstances relevant to Reg 5 (criminal-conviction, professional-regulator concern, bankruptcy or disqualification, serious-misconduct allegation, health condition affecting role-fitness).

(Tenant updates the named role-holders.)

5. Procedure

The Reg 5 procedure operationalises the fit-and-proper-persons-directors standard.

1. Appointment process. When a new director is proposed (board appointment, executive appointment, non-executive appointment, trustee appointment for a charity), the FPPR check runs before the appointment is confirmed. The check covers all five Reg 5 conditions.
2. Good character. Reference checks, online due-diligence search, conflict-of-interest declaration, declaration of any criminal record (subject to spent-convictions rules), declaration of any prior insolvency or disqualification, declaration of any professional-regulator concern.
3. Qualifications, competence, skills, experience. Documentary evidence of relevant qualifications, work history relevant to the director role, evidence of competence in the specific functions the director will exercise.
4. Health. Health declaration (with reasonable-adjustment opportunity) covering any physical or mental condition relevant to the director role's intrinsic functions.
5. No serious misconduct or mismanagement. Conduct evidence from previous roles in regulated services (where relevant), Companies House check for disqualification, Charity Commission check (for charity directors), other regulator check where applicable (FCA, Insolvency Service).
6. Schedule 4 Part 1 grounds-of-unfitness check. The HR Lead or Company Secretary runs the grounds-of-unfitness check against the eight grounds listed in Schedule 4 Part 1: bankruptcy (within the prescribed period), insolvency-related disqualification, criminal conviction for offences listed, disqualification or suspension by a regulator, the person's previous responsibility for serious misconduct or mismanagement, removal from charity-trustee office, listing on the children's barred list or adults' barred list, any current order under MCA Schedule A1 paragraph 12 or 15.
7. Information set. The Reg 5 information set is held per director: identity and recent photograph, criminal-record certificate at the appropriate level, qualification evidence, employment history, health information, references, declarations made during the appointment process. The set is updated continuously as new information becomes relevant.
8. Continuing fitness. Each director undergoes an annual fitness review at the Board's standing agenda. The review re-runs the five Reg 5 conditions against any change in the year. Updated checks (renewed DBS where applicable, refreshed declarations) are added to the information set.
9. Concern or change-in-circumstances. Where a fitness concern surfaces during the year (a director becomes the subject of a criminal investigation, declares bankruptcy, faces a regulator investigation, has a health condition affecting role), the Board reviews fitness at the earliest opportunity. The outcome is recorded. Where unfitness is established, the director is removed from office through the constitutionally-correct route.
10. Notification on cessation. When a director leaves the role for any reason, the cessation is recorded against the director's file, and CQC is notified of the director-change through the relevant CQC channel where applicable.

6. Training requirement

• All directors complete director-induction training at appointment covering: Reg 5 and Schedule 4 Part 1; the company-law director duties (Companies Act 2006 ss171 to 177 for company directors; equivalent trustee duties for charity trustees); regulatory framework awareness (CQC, professional regulators relevant to the service); safeguarding awareness; equality and diversity awareness.
• All directors refresh the Reg 5 awareness training every two years.
• The Chair, the Senior Independent Director (where the role exists), and the Nominated Individual complete additional training in board governance and regulatory-engagement skills.

Training records held in the tenant's training matrix register.

7. Audit

Compliance with this policy is monitored by the Chair of the Board:

• At every appointment: the FPPR check is verified end-to-end; the sign-off is recorded in the board minutes.
• Annual fitness review per director: the Chair signs off each director's review; the FPPR file is refreshed.
• Quarterly: board-skills audit: the collective board's coverage of Reg 5 competence categories reviewed against the service's needs; any gap surfaced.
• Annual policy review: the policy is read against the live Reg 5 text, Schedule 4, and current CQC guidance for FPPR.

Audit findings recorded in the tenant's audit register; actions logged in the improvement-actions register.

8. Record-keeping

Director FPPR records are held for the duration of the director's tenure plus a minimum of 6 years after the end of tenure under the Limitation Act 1980, aligned to the standard limitation period for civil claims. Records relating to serious misconduct or mismanagement may be retained longer where the matter could become the subject of future regulatory proceedings.

For company-law purposes, statutory company filings (annual returns, director-change notifications to Companies House, board minutes) follow the Companies Act 2006 retention rules (typically 6 to 10 years for board minutes; longer for the company's underlying records).

Verivius preserves the per-record audit trail indefinitely while the workspace is active.

9. Related policies in this pack

• Registered Manager Policy

10. Sources and further reading

This template is based on CQC's guidance for providers and managers, the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014, and other topic-specific legislation and guidance listed below. It is a starting point for adaptation, not a substitute for legal, clinical, HR, safeguarding or specialist professional advice.

• CQC Regulation 5: Fit and proper persons: directors
• CQC FPPR (fit and proper persons requirement) guidance
• Companies House director records and disqualification checks
• Insolvency Service / disqualification checks
• Charity Commission checks (for charity trustees)
• Companies Act 2006 director duties (ss171 to 177)
• Health and Social Care Act 2008 (Regulated Activities) Regulations 2014 (https://www.legislation.gov.uk/uksi/2014/2936/regulation/5)

11. When to seek further advice

Seek specialist advice where the issue involves serious harm, safeguarding, deprivation of liberty, restraint, children, professional misconduct, controlled drugs, radiation, termination of pregnancy, infection outbreak, water safety, employment dismissal, DBS barring referral, or regulatory enforcement.

12. Document control

This sample policy template was issued by Verivius. It is a template, not a substitute for legal advice or the tenant's own policy-development process. Where this template and live law or regulator guidance diverge, the live source wins.