Transcript Document
NHS Foundation Trust Application Board Development Trust Board and Board Committees July 2012 1 Developing our decision-making • Current board committee structure: has evolved in response to pressures facing the trust over time and includes Performance Cttee, Finance & Investment Cttee, Risk, Assurance & Quality Cttee, Audit Cttee, Remuneration Cttee and Charitable Funds. Right to review in preparation for NHS Foundation Trust Status. • Review of committee structure: brought together feedback from recent observations of board and board committees in last 12 months (Chantrey Vellacott readiness assessment, PWC HDD audit and Deloitte board development programme) at workshop on 25th May. • Issues to be addressed: review recognised strengths of current arrangements but identified issues of overlap and duplication, potential lack of clarity about terms of reference and high demand on directors time attending board committees. • New structure: develops existing arrangements to reduce number of board committees, ensure key decisions taken at trust board, strengthen the link between the board and the management structure and ensure fit for purpose for an NHS Foundation Trust. • Implementation: tight timescale for implementation due to NHS FT timetable but aiming for new committee cycle to start from July 2012. 2 High-Level Trust Committee Structure (from July 2012) Trust Board of Directors For One & All Programme Group Foundation Trust Programme Group Audit Cttee Performance, Finance & Investment Cttee Integration & Improvement Group Quality & Safety Cttee Board Nomination & Remuneration Cttee Trust Management Board Board & board Committees Programme groups reporting direct to Trust Board Exec Performance & Finance Team Divisional Management Teams Charitable Funds Investment Panel Management groups Divisional Quality Teams Trust-wide Quality Cttees 3 Trust Board of Directors Summary Terms of Reference Membership The Board leads the Trust by undertaking three key roles: • Ben Reid OBE, Chair • Nigel Summers CBE, Vice-Chair • Dr Phil Begg, NED • Stuart Gray, NED • Phil Ashmore, NED • Akshay Parikh, NED • Guy McEvoy, Assoc NED* • Danielle Oum, Assoc NED* • Richard Kirby, Chief Executive • Jayne Tunstall, Chief Operating Officer • Mr Amir Khan, Medical Director • Sue Hartley, Director of Nursing • Shahana Khan, Director of Finance & Performance • Anne Baines, Director of Strategy* • Formulating strategy • Ensuring accountability by holding the organisation to account for the delivery of the strategy and through seeking assurance that systems of control are robust and reliable • Shaping a positive culture for the Board and the organisation. The general duty of the Board, and of each director individually, is to act with a view to promoting the success of the Trust so as to maximise the benefits for the members of the corporation as a whole and for the public. *To be full members of the FT Board of Directors Director of Governance and Trust Secretary to be in attendance 4 Performance, Finance & Investment Committee Summary Terms of Reference Membership • Monthly performance • Nigel Summers CBE, Chair • Phil Ashmore, NED • Akshay Parikh, NED • Danielle Oum, Assoc NED •Richard Kirby, Chief Executive • Jayne Tunstall, Chief Operating Officer • Mr Amir Khan, Medical Director • Sue Hartley, Director of Nursing • Shahana Khan, Director of Finance & Performance • Anne Baines, Director of Strategy • Financial planning and performance • Cost Improvement Programme planning and delivery • Capital planning • Investment decisions • Workforce performance 5 Quality & Safety Committee Summary Terms of Reference Membership • Quality and Safety • Dr Phil Begg, Chair • Stuart Gray, NED • Another NED (to be confirmed) • Guy McEvoy, Assoc NED • Richard Kirby, Chief Executive • Jayne Tunstall, Chief Operating Officer • Amir Khan, Medical Director • Sue Hartley, Director of Nursing • Shahana Khan, Director of Finance & Performance • Patient experience • Hospital mortality • Assurance and risk management • CQC and external inspection / regulation • Information governance • NHSLA standards •Clinical Audit and NICE compliance In attendance • Dawn Clift, Director of Governance & Trust Secretary •3 Associate Medical Directors •Associate Director of Nursing • 3 Heads of Nursing •2 Divisional Directors of Community Services (until operational structure complete in Autumn 2012) 6 Audit Committee Summary Terms of Reference Membership • Governance, risk management and internal controls • Stuart Gray, Chair • Nigel Summers CBE, NED • Phil Ashmore, NED •Internal audit function and findings •External audit findings •Counter Fraud •Financial reporting and controls In attendance • Shahana Khan, Director of Finance & Performance •Bish Sominka, Head of Internal Audit •John Kelly, Local Counter Fraud Specialist •External Auditors 7 Board Nomination and Remuneration Committee Summary Terms of Reference Membership • Nomination function – reviewing size, structure and composition of the Board; succession planning, identification and nomination of candidates for Board positions; removal and suspension of Board members • Ben Reid OBE, Chair • Nigel Summers CBE, Vice-Chair • Dr Phil Begg, NED • Stuart Gray, NED • Phil Ashmore, NED • Akshay Parikh, NED •Remuneration – review terms and conditions of office (inc remuneration) of Exec Directors • Performance – monitor and evaluate performance of Directors 8 Charitable Funds Investment Panel (to be reviewed further) Summary Terms of Reference Membership • Charitable fund investment decisions • Stuart Gray, Chair • Phil Ashmore, NED • Shahana Khan, Director of Finance and Performance •Charitable funds expenditure •Compliance with Charities Commission guidelines •Approval of charitable funds investment policy •Charitable funds annual accounts In attendance • Dawn Clift, Director of Governance and Trust Secretary • Russell Caldicott, Associate Director of Finance – Financial Control • Investment Advisor 9 Monthly Meeting Cycle Week 1 Week 2 Week 3 Exec Performance & Finance Team Quality & Safety Committee Trust Management Board Performance, Finance & Investment Committee Week 4 Trust Board (public and private sessions) Audit Committee Charitable Funds Investment Panel (quarterly) Remuneration & Nomination Committee called as required Note – In ‘five week months’, the cycle will move forward 1 week 10 11