Procurement Subgroup: procedures

The Social Partnership Council for Wales and the Procurement Subgroup

The Social Partnership and Public Procurement (Wales) Act 2023 (“the Act”) establishes the Social Partnership Council for Wales (“the SPC”) as a tripartite social partnership structure with a membership representing employers, workers, and Welsh Government.

The Act requires the SPC to “take all reasonable steps to establish a public procurement subgroup within 6 months beginning with the day after this subsection (9(1)) comes into force.”

As set out in Section 8 of the Act, the role of the Subgroup is to carry out any functions delegated to it by the SPC and help the SPC carry out its own functions.

The public procurement subgroup may provide information and advice to the SPC about the functions conferred on contracting authorities and the Welsh Ministers under Part 3 (socially responsible public procurement).

Purpose of this document

The Act requires Welsh Ministers to specify and publish the quorum for the Subgroup and the procedures for the Subgroup to follow in so far as they are not set out in the Act.

The public procurement subgroup’s procedures must include:

1. the procedures for arranging meetings, including notice to be given to attendees and how attendees may add items to the agenda for meetings;
2. the procedure for resolving a disagreement between members relating to the exercise of the subgroup’s functions;
3. the procedures for providing information and advice to the SPC and the Welsh Ministers.

Part 1 of this document sets out the quorum arrangements for the Subgroup, including further detail on the Attendance and Conduct policy which is set out in Annex A. Part 2 sets out the administrative and operational procedures for the Subgroup. The relevant provisions of the Act are set out at Annex B. 

Membership

The Subgroup will consist of the 12 members appointed by the SPC. The membership comprises two co-Chairs, who are required to be existing SPC members and each respectively being a worker representative and a employer representative, and in addition to the co-Chairs, three representatives of employers in Wales (“employer representatives”), three representatives of workers in Wales (“worker representatives”), and four independent representatives with commercial, procurement or other expertise.

Quorum

The minimum quorum for any meeting of the Subgroup shall be a majority of the total number of its membership, comprising seven in total.  That is, four members equally distributed across worker and employer representatives (i.e. a minimum of two worker representatives and two employer representatives in attendance), two independent representatives and at least one of the co-Chairs.

A meeting of the Subgroup shall be declared inquorate if, at the beginning of the meeting, there are insufficient members present or the distribution of members fails to include sufficient representation from social partners, which is employer representatives and worker representatives (two members from each) and insufficient representation from independent representatives (two members). On declaring a meeting inquorate, the Chair shall suspend the meeting until a quorum is present. If a quorum is not present within 20 minutes, the meeting will be adjourned to a date and time to be set by the Chair, as soon as is practicably possible.

Attendance by non-members

The co-Chairs may, at their discretion, invite other individuals to Subgroup meetings, for example where the Subgroup has commissioned information from an external organisation on a particular issue, a representative of that organisation may be invited to present or support discussion of the topic. Observers may also be admitted at the co-Chairs’ discretion (an observer could be someone attending on behalf of a member who is unable to attend the meeting, or who accompanies a member). Requests for observers should be made via the secretariat in advance of the relevant meeting. Observers will not be allowed to participate in Subgroup business and therefore will not contribute to the quorum. 

Appointment of members and duration of appointments

Section 9 of the Act provides that the SPC must take all reasonable steps to establish a public procurement subgroup.  

Members of the SPC Subgroup are appointed by the SPC, followed by an invitation from the First Minister (FM), for a three-year term. A member may resign or have their term ended by the SPC in certain circumstances as set out in members terms and conditions of appointment.

Members induction and training

An induction pack and background briefing will be provided to all newly appointed members of the Subgroup. This will include information on the role and the remit of the Subgroup and other relevant information.

Secretariat

The organisation of meetings, circulation of papers and other related matters will be undertaken through a secretariat function provided by Welsh Government officials.

Frequency of meetings

The Subgroup will meet at least once every 6 months, with provision for additional meetings as agreed by members or as required by the SPC or Ministers. Members will be expected to attend all meetings, each of no more than two hours in duration. Where the Subgroup decides to hold further meetings, its quorum arrangements will still apply.

Meetings will be held online to maximise accessibility, with provision for hybrid or in-person meetings where members agree.  

In addition to formal meetings, the subgroup may undertake some of its work via correspondence to aid timely consideration and responses. This will occur on a case-by-case basis with the agreement of the subgroup Co-Chairs.

Notice of meetings

There will be a minimum 20 working days’ notice for any scheduled meetings, with papers for meetings circulated five working days before the meeting, save where meetings are called on an urgent or exceptional basis.

Agendas and papers

Draft agendas will be prepared by the Secretariat in consultation with the Co-Chairs and circulated 15 working days in advance of the meeting. Members may propose items by submitting requests at least 10 working days before the meeting. Urgent items may be added at the discretion of the Co-Chairs. Papers may be circulated in shorter timescales in exceptional circumstances. Draft agendas will note any organisations or companies for discussion under agenda items to allow time for consideration of potential conflicts of interest.

Minutes

The secretariat will produce a note of each meeting, recording key points of discussion and actions. The minutes and actions will be produced and circulated within 10 working days of meetings. These will be sent to all members to check for accuracy and to the co-Chairs for final approval.

Publication of agendas, papers, and minutes

Meeting agendas and papers marked as ‘UNCLASSIFIED’ will be published on the SPC’s website.

Documents marked with ‘PROTECT/MEMBERS ONLY’ will be treated as confidential and issued for members’ consideration only.

Members attendance and conduct

Members of the Subgroup have individual and collective responsibility for ensuring that the Subgroup complies with all applicable statutory requirements. In doing so, they will be required to absorb and interpret detailed information and give advice and views on a range of relevant issues in furtherance of the functions conferred on the Subgroup under Section 10 of the Act. Members will also be required to display sound judgement and good communication skills and the ability to work constructively with the secretariat and other Subgroup members to achieve consensus.

Members are expected to attend all meetings. Where this is not possible then they should inform the secretariat as soon as reasonably possible. Frequent nonattendance could result in removal from the Subgroup.

Members are expected to be able to devote sufficient time to their Subgroup duties and attend meetings regularly, as participation at these meetings is an essential part of a member’s role and thus the effectiveness of the Subgroup. Record of attendance at meetings will be taken into account when the case for reappointment is considered.

Providing information and advice to the SPC and the Welsh Ministers

Members will be expected to take part in discussions to provide information and advice to the SPC about the functions conferred on contracting authorities and the Welsh Ministers under Part 3 (socially responsible public procurement).

All requests for information and discussion topics should be included in the forward work programme, save for where the co-Chairs agree that urgent issues may be discussed subject to paragraph 20 above.

Following each meeting, a note of the Subgroup’s deliberations will be circulated to the SPC, with relevant information published on the SPC webpages where and as required by the Act.

Resolving disagreements between members

Information and advice to be submitted to the Welsh Ministers (as set out in Sections 30(2) (d) or 36(2) (d) of the Act) or the SPC by the Subgroup must be agreed by all members present at the meeting, subject to paragraphs 31 and 32 below.

Where agreement cannot be reached, any member will have the opportunity to present their argument with the aim of finding compromise and consensus.  Where consensus cannot be reached, then a compromise is required. This will be based on a majority decision, and advice may be submitted to the Welsh Ministers (in relation to section 30(2) (d) or 36(2)(d)), or SPC with a caveat that some members were not in agreement, including their reasoning and any alternative approach/es proposed included as part of the advice.

Disagreements over matters of policy or procedure will be recorded in the minutes.  Individual dissension on matters of general agreement shall be recorded at the request of any member.

Declarations of interest

Members will be required, upon circulation of proposed agenda items, and at least ten working days before each Subgroup meeting (or as soon as is practicably possible in the case of urgent items), to disclose to the secretariat any interest (either pecuniary or any other interest that may bring the Subgroup’s impartiality on an issue into question) relevant to agenda items and discussions where there could be a perceived or actual conflict. The co-Chairs may decide to co-opt additional members for specific items or proceed without conflicted members (as long as this would not render the Subgroup inquorate).

Welsh language

Whilst the Welsh Language Standards as set out in the Welsh Language (Wales) Measure 2011 do not directly apply to the Subgroup, the Subgroup will not treat the Welsh language any less favourably than English.

Members of the Subgroup will be asked prior to their first attendance at a Subgroup meeting what their language preference is for contributing during meetings and for receiving correspondence, information, and papers. Meetings will be organised according to the members’ preferences (e.g., by providing simultaneous interpretation and Welsh language versions of papers for meetings).

Any papers produced and commissioned by the Subgroup will be published on llyw.cymru/gov.wales bilingually.  

Confidentiality

To facilitate openness of discussion, certain documents for discussion at Subgroup meetings will be marked as ‘Protect/Members Only’ and will be issued for members’ consideration only.

Members must not contact the press or other media to discuss any Subgroup business and in particular ‘in confidence’ matters classified ‘Protect/Members Only’, or discuss them in any context where they may become public knowledge, or be picked up by the press/media, without first contacting the Welsh Government secretariat.

However, in the event that such an approach is made by the press or media and a member is asked for their views on the Subgroup’s work and/or policy concerns, they should proceed as follows:

1. If the question relates to confirmation of a matter about which a member is confident is already in the public domain, they should confine their comments to factual information. They should not give an opinion on the issue as this could be taken as the collective view of Subgroup. They should also let the co-Chairs and the secretariat know about their conversation immediately after the event;
2. If the question is clearly sensitive and could well make headlines, the member should not comment and should refer the journalist directly to the co-Chairs and the secretariat;
3. If a member inadvertently makes comments about the Subgroup to someone whom they later realise is a member of the press or other media, they should inform the co-Chairs and the secretariat as soon as possible;
4. Except with the prior written consent of the Welsh Ministers, members shall not make any press announcements in their role as member of Subgroup. This shall apply during the continuance of this appointment.

Public records

All public records held by the Subgroup will come under the ownership of the Welsh Government and therefore fall under existing public records policies.

Data protection

The Subgroup is not a separate legal body. Therefore, any personal data possessed by the Welsh Government will be subject to data processing requests to Welsh Government in the normal way.

Freedom of information requests

Documentation, including meeting notes may be subject to access to information requests made under the Freedom of Information Act 2000. Where such requests are received, the Welsh Government's standard Freedom of Information procedures will be followed.

Review and amendment of procedures

These procedures will be reviewed every three years.  However, following consultation between Welsh Ministers and the SPC, amendments to these procedures may be made at any time.  Any such amendments will be published as soon as reasonably practicable.

The First Minister (FM) (or another Welsh Minister on behalf of the FM) issues an invitation to members of the Subgroup once they have been endorsed by the SPC.

If the conduct of members falls short of the standards of the Subgroup, then the co-Chairs will discuss with the SPC whether that person should remain as a member of the Subgroup.  

If, following discussions with the co-Chairs, the SPC is of the view that the appointment is no longer appropriate, the SPC would ask the FM to notify the member in writing. Equally if a member feels unable to continue in the role, they can resign by writing to the SPC.

More detail on what is expected from members of the Subgroup is provided below.

Attendance 

The success of the Subgroup depends on the commitment of its members. Participation at meetings of the Subgroup, which will normally be online, is an essential part of members’ roles and responsibilities, and as such, there is an expectation that they will make every effort to attend all meetings of the Subgroup unless there are good reasons for not doing so. Where attendance is not possible then the member should inform the Subgroup Secretariat immediately.

The Subgroup has rules of quoracy (Part 1 of the Procedures) that need to be maintained and failure to attend meetings of the Subgroup without reason will be deemed unacceptable. Whilst observers are allowed at the Subgroup at the co-Chair’s discretion, they cannot deputise for members of the Subgroup and do not count towards a meeting being quorate.

It is recognised that there will be legitimate reasons why it will not be possible for a member to attend the Subgroup, such as personal emergency, sickness, pre-arranged holidays, change of role, or legal responsibilities e.g., jury duty. These will be considered "approved" absences but in all cases, members are expected to inform the Subgroup Secretariat as soon as possible if they are unable to attend a meeting or continue as a member of the Subgroup.

On occasion there may be a need to call a meeting of the Subgroup at short notice; where this is the case members must still make every effort to prioritise attendance, but it is appreciated that in these circumstances members may not always be able to attend.

Record of attendance at meetings will be taken by the Secretariat; frequent non -attendance could result in procedures being instigated by the SPC to seek removal of that member from the Subgroup. If a member of the Subgroup fails to attend two meetings within a calendar year, then the member, as a first step, may discuss whether they can fulfil their responsibilities with the co-Chairs. Where the co-Chairs have concerns, they can contact the secretariat of the SPC and initiate a discussion about their members viability to remain.

Confidentiality 

Members must comply with the conditions of confidentiality built into the Procedures for the Subgroup. It is important for the effective operation of the Subgroup that there is a trusted space in which members can express their views freely and where confidential information can be provided without fear of being shared outside of the meeting. Whilst Members must treat confidentially marked Subgroup discussions and paperwork in the strictest confidence, this also applies to all observers. Failure to maintain this confidence will result in the SPC determining whether any further action is required.

Conflicts of interest

Members will be asked to declare and keep up to date any conflicts of interest which will be recorded within a register held by the Subgroup Secretariat. Failure to disclose any conflicts of interest may result in the SPC exploring the viability of that person remaining a member of the Subgroup via the co-Chairs.

General 

Any other significant breach of the terms and conditions of Subgroup membership could lead to the SPC considering with the co-Chairs whether further action is required.

Public procurement subgroup

1. The SPC must take all reasonable steps to establish a public procurement subgroup within 6 months beginning with the day after this subsection comes into force.
    
2. Within 6 months beginning with the day after this subsection comes into force, the Welsh Ministers must specify and publish:
   1. the quorum for public procurement subgroup meetings, and
   2. the procedures to be followed by the public procurement subgroup, in so far as they are not specified in this Act.
       
3. The Welsh Ministers may revise anything specified under subsection 2 and must publish any such revisions.
    
4. The public procurement subgroup’s procedures must include—
   1. the procedures for arranging meetings including notice to be given to attendees and how attendees may add items to the agenda for meetings;
   2. the procedure for resolving a disagreement between members relating to the exercise of the subgroup’s functions;
   3. the procedures for providing information and advice to the SPC and the Welsh Ministers.
       
5. The Welsh Ministers must issue guidance about the composition of the public procurement subgroup (including for the purpose of achieving an appropriately representative membership), and the SPC must have regard to that guidance.

Provision of information and advice to the SPC by public procurement subgroup

1. The public procurement subgroup may provide information and advice to the SPC about the functions conferred on contracting authorities and the Welsh Ministers under Part 3 (socially responsible public procurement).
    
2. The SPC may:
   1. provide to the Welsh Ministers information or advice received from the public procurement subgroup, or
   2. revise such information or advice and provide it as revised to the Welsh Ministers.
       
3. If the Welsh Ministers request information or advice from the SPC about a matter referred to in subsection 1, the SPC must:
   1. seek that information or advice from the public procurement subgroup, and
   2. provide it, or revise it and provide it as revised, as soon as reasonably practicable.
       
4. If the Welsh Ministers consult the public procurement subgroup under section 30(2)(d) or 36(2)(d), the procurement subgroup must provide the Welsh Ministers with such information and advice as it considers appropriate as soon as reasonably practicable.
    
5. If a public procurement subgroup has not yet been established under section 9(1), the SPC may nevertheless provide information and advice to the Welsh Ministers about a matter referred to in subsection 1.

Meeting remotely

The SPC or a subgroup may hold a meeting by means of any equipment or other facility which enables persons who are not in the same place to speak to and be heard by each other (whether or not the equipment or facility enables those persons to see and be seen by each other).

Expenses

The Welsh Ministers may meet the expenses of:

1. an employer representative;
2. a worker representative;
3. a member of a subgroup.

Supplementary powers

The SPC may do anything which is calculated to facilitate, or which is conducive or incidental to, the exercise of its functions or the functions of a subgroup.