Meridian Productivity Ltd

Authority	Manx Care
Date received	2024-10-14
Outcome	Some information sent but part exempt
Outcome date	2024-11-28
Case ID	4192482

Summary

A request was made to Manx Care for details regarding the contract, procurement, and financial spend related to Meridian Productivity Ltd, including potential conflicts of interest and advice on saving schemes. The authority released some information, specifically excerpts from the Framework Agreement and Order Form requirements, but withheld other details under exemptions.

Key Facts

The request covered six specific areas including contract terms, procurement compliance, board relationships, and financial spend.
Manx Care provided excerpts from a Framework Agreement outlining service requirements and order form procedures.
The response indicates that suppliers must forward signed Order Forms within five business days.
The outcome was classified as 'Some information sent but part exempt'.
The response documents contain sections on Key Personnel, Sub-contracting, and Management Information.

Data Disclosed

2024-10-14
2024-11-28
5 (five) Business Days
Page 3 of 13
Page 4 of 13
Page 6 of 13
S2 - Official
18 pages
2 documents
2024/25 financial year

Original Request

Manx Care is requested to provide the following information: A) A copy of the contract or agreement pertaining to the supply of services by Meridian Productivity Ltd (hereafter "Meridian") to Manx Care, including details of the term/duration, the services to be supplied, the names and qualifications of personnel appointed by Meridian, and any KPIs stipulated by Manx Care; B) Details and documentation pertaining to the procurement exercise undertaken to appoint Meridian, including confirmation that the procurement exercise was competitive (or non-competetive, as the case may be) and was otherwise undertaken in accordance with Isle of Man Government Financial Regulations - Financial Direction C; C) Whether any personal or business relationship of any member of the Manx Care Board, with any of the directors or employees of Meridian, was recorded and declared to the Head of Procurement in accordance with Financial Practice Note C.08, and if so, the details of those relationships; D) The total amount paid to Meridian by Manx Care, broken down by financial year and, if possible, type of expense (e.g. travel, accommodation, personal, business); E) The total aggregated spend payable (estimated or actual) throughout the duration of the contract or agreement in place with Meridian (i.e. the total value of the contract/agreement); F) Copies of any analysis, advice or recommendations provided by Meridian to the Manx Care Board which relate, directly or indirectly, to any of the Manx Care service areas which have been impacted by the Saving Schemes announced during the 2024/25 financial year.".

Data Tables (1)

Full Response Text

Page 3 of 13

S2 - Official As per the Framework Agreement, the Supplier shall forward a copy of the jointly signed Order Form to the Authority by no later than 5 (five) Business Days of it being executed.

Page 4 of 13

S2 - Official Agreement 1. Agreement Overview ................................................................................................................................ 5 2. Stakeholders ............................................................................................................................................ 5 3. Periodic Review ........................................................................................................................................ 5 4. Service Requirements .............................................................................................................................. 5 A. Services to be Provided ................................................................................................................... 5 B. Goods to be Provided ...................................................................................................................... 6 C. Goods Delivery Schedule/Services Implementation Plan ............................................................... 6 D. Key Personnel .................................................................................................................................. 7 E. Sub-contracting and Personnel ....................................................................................................... 7 F. Policies ............................................................................................................................................. 7 G. Leases or Licences .......................................................................................................................... 8 H. Special Terms .................................................................................................................................. 8 I. Charges ............................................................................................................................................ 8 J. Confidential Information ................................................................................................................... 8 K. Complaints/Escalation Procedure .................................................................................................... 9 L. Limit of Liability ................................................................................................................................ 9 M. Management Information (MI) ........................................................................................................ 9 N. Invoicing ......................................................................................................................................... 10 O. Exit Requirements .......................................................................................................................... 11 P. Termination .................................................................................................................................... 11 6. Other Specific Requirements ................................................................................................................. 11 Detailed Requirements ........................................................................................................................... 11

Page 6 of 13

S2 - Official

B. Goods to be Provided Please detail the Goods to be provided or include an attachment with full details.

N/A

C. Goods Delivery Schedule/Services Implementation Plan Please provide a delivery schedule/Implementation Plan, where applicable, outlining how and when the Goods and/or Services will be provided by the Supplier to the Approved Organisation or include an attachment with full details. Page 7 of 13

S2 - Official

N/A

D. Key Personnel Pursuant to Clause 6.3 of Schedule 2 of the Call-off Contract please set out key personnel required for the supply of Goods and/or the provision of Services.

On site:

Remote support:

E. Sub-contracting and Personnel Where the Approved Organisation permits sub-contracting of the supply of Goods and/or the provision of Services by Suppliers, the following information is required. If the Supplier Sub-contracts any of its obligations under this Order Form and Call-Off Contract, every act or omission of the Sub-contractor shall for the purposes of this this Order Form and Call-Off Contract be deemed to be the act or omission of the Supplier and the Supplier shall be liable to the Approved Organisation as if such act or omission had been committed or omitted by the Supplier itself.

All work conducted by Meridian Productivity, personnel a mixture of employees and self-employed associates

F. Policies Please list and provide links to/copies of all policies with which the Supplier is required to comply.

When operating on Manx Care premises the provider commits to comply with Manx Care policies and procedures

Page 8 of 13

S2 - Official G. Leases or Licences Where applicable, please detail any leases or licences to be provided by either Party to the other.

N/A

H. Special Terms The Parties hereby acknowledge that Special Terms: • may only be proposed for inclusion by the Approved Organisation; • can be applied solely to enhance or augment existing provisions within the Call-off Terms and Conditions; and • must not substantially alter or vary the Call-off Terms and Conditions, in order for this Order Form and Call-off Contract to remain compliant with the Public Contracts Regulations 2015.

Please insert any applicable Special Terms below. N/A

I. Charges Standard Supplier pricing and rates (the Contract Price) are included within the Commercial Schedule in and represents the maximum that can be charged. Please detail all discounts, volume arrangements or variations in relation to the standard rates. The Contract Price of the Goods and/or Services are to be included below, or detailed as a separated attachment.

Is the Contract Price agreed to be subject to indexation (see Schedule 12 of the Framework Agreement)? As per schedule N enclosed

J. Confidential Information Please detail all information relevant to this Order Form and the Call-off Terms and Conditions which either Party considers to be treated as Confidential Information.

N Page 9 of 13

S2 - Official As per DSA and DPIA attached

K. Complaints/Escalation Procedure As per the Framework Agreement, the Supplier shall inform the Authority of all complaints. Please detail the Approved Organisation’s additional requirements regarding complaints.

No Additional requirements

L. Limit of Liability
Please populate the limit of liability values
As per Clause 14.2 of Schedule 2 of the Call-Off Terms and Conditions:

a. The value of limit of liability? (a) shall be £5,000,000; and
b. The percentage of limit of liability? (b) shall be 125% of the total Contract Price paid or payable by the Approved Organisation to the Supplier for the Goods and Services.

M. Management Information (MI)
In addition to the management information required by the Authority under the Framework Agreement, the Supplier shall provide to the Approved Organisation the following Management Information at the frequency outlined.

Meridian Productivity Ltd shall provide Manx care the following Management Information at the frequency of monthly: 1. Performance against Milestones: o Progress updates on the completion status of each phase within the implementation program, including the development, agreement, implementation, and follow-up stages. Specific achievements and any deviations from the planned schedule, with explanations and corrective actions, will be detailed. 2. Communications: o Updates on opening meetings, project communication, goals roll-down, and stakeholder communications. This will include information on the overall goals of the programme and department-specific goals related to patient service, staff productivity, and system compliance. 3. Project Governance: o Weekly Project Management Meetings updates, providing assurance on project progress. A formal progress report will be presented every four weeks, detailing the review of the Page 12 of 13

S2 - Official Supplier, the Supplier shall send a copy of the executed version of the Order Form to the Authority’s Contract Manager..

All Goods and/or Services provided by the Supplier without an Approved Organisation’s jointly signed Order Form is entirely at the Supplier’s risk.

Page 13 of 13

S2 - Official Appendix 1 – Data Protection Protocol

Data Sharing Protocol FINAL 2808 Meridian DPIA (162) Stage 2 FINAL.docx

Manx Care Noble’s Hospital, Strang Braddan, Isle of Man IM4 4R (01624) 650 000

Our ref: 4192482 26 November 2024

Dear ###

We write further to your request, received 14 October 2024, which states:

"Manx Care is requested to provide the following information:

A) A copy of the contract or agreement pertaining to the supply of services by Meridian Productivity Ltd (hereafter "Meridian") to Manx Care, including details of the term/duration, the services to be supplied, the names and qualifications of personnel appointed by Meridian, and any KPIs stipulated by Manx Care;

B) Details and documentation pertaining to the procurement exercise undertaken to appoint Meridian, including confirmation that the procurement exercise was competitive (or non-competitive, as the case may be) and was otherwise undertaken in accordance with Isle of Man Government Financial Regulations - Financial Direction C;

C) Whether any personal or business relationship of any member of the Manx Care Board, with any of the directors or employees of Meridian, was recorded and declared to the Head of Procurement in accordance with Financial Practice Note C.08, and if so, the details of those relationships;

D) The total amount paid to Meridian by Manx Care, broken down by financial year and, if possible, type of expense (e.g. travel, accommodation, personal, business);

E) The total aggregated spend payable (estimated or actual) throughout the duration of the contract or agreement in place with Meridian (i.e. the total value of the contract/agreement);

F) Copies of any analysis, advice or recommendations provided by Meridian to the Manx Care Board which relate, directly or indirectly, to any of the Manx Care service areas which have been impacted by the Saving Schemes announced during the 2024/25 financial year."."

Our response to your request is as follows:

A. Please find attached a redacted copy of the contract.
While our aim is to provide information whenever possible, in this instance the information is exempt from disclosure under section 30(2) (a) of the Act as it constitutes a trade secret.

As section 30 is a qualified exemption, it is subject to a public interest test. The public interest must be something that is of serious concern and benefit to the public at large.

Factors in favour of disclosure

• Open disclosure favours confidence in Government and its spending decisions.

Factors in favour of withholding

• The methodologies used by the provider are unique to its business model and success in the marketplace; • Impact of disclosure on core authority functions e.g. if disclosure may leave the authority unprepared or unable to cope with a reaction, which might affect the performance of core functions, disclosure may not be in the public interest; • Potential impact to the provider of its skilled staff base which could compromise staff retention.

In taking these factors into account Manx Care determined that the factors in favour of maintaining the exemption outweigh the factors in favour of disclosing the information.

B. Manx Care have a procedural exemption from Financial Regulations to use a variety of NHS Frameworks designed to support NHS organisations in compliantly accessing markets which have been competitively established centrally. For this procurement we used NHS Shared Business Services Framework Agreement SBS10197 (Consultancy and Advisory Services for Health) via a direct award (i.e. no further competition).

C. As noted above, this was a service contracted via an NHS Framework which is a different procurement route to that undertaken via the internal Tender Process utilising the services of the Isle of Man Government Procurement Services Team of Treasury described in Financial Regulations. Whilst the declaration to the Head of Procurement procedure when tendering was not therefore relevant in this instance, the general requirements with respects to Financial Values under Financial Regulations at A2.2- A2.4 to be upheld by Manx Care still apply and no such conflict or perceived conflict was reported.

The decision to use Meridian for this piece of work was presented to Manx Care Board.
It is standard practice at Board Meetings to ask for any specific Declarations of Interest or Conflict regarding any of the matters before the Board that day – none were declared. More generally, Manx Care Board are required to keep up to date a Register of Directors Interests list during their service which is an active document and is publicly available at: https://www.gov.im/media/1386282/public-board- papers_121124_compressed-1.pdf. No such interests have been declared with respects to directors or employees of Meridian.

D. Manx Care have only worked with Meridian in this financial year. Invoices are inclusive without breakdown of the above expenses as outlined in the NHS SBS standard T&C’s. The service sits on framework NHS SBS 10197 ‘Consultancy and Advisory Services for Health’. Charging parameters for Meridian and all other providers can be accessed via the NHS SBS website.

E. While our aim is to provide information whenever possible, in this instance the information is exempt from disclosure under section 30(2) (a) of the Act as it constitutes a trade secret. As section 30 is a qualified exemption, it is subject to a public interest test. The public interest must be something that is of serious concern and benefit to the public at large.