Transcript Document
South Western Ambulance Service NHS Foundation Trust The role and duties of the council of governors Policy context • • • • • • • • Pre-election inertia Finances incredibly tight Winter pressures Increased regulatory scrutiny Monitor moving towards performance management NHS prominent in the press Increasing political pressure Need for strong local leadership and good accountability Duties set out in statute Individual governors have no standing in law; The rights of governors lie with the full council Unlike the board, the council has no powers of delegation Councils of governors do not have a free hand, their duties are set out in statute: • The National Health Service Act 2006 as amended by the Health and Social Care Act 2012 The statutory duties • • • • • • • • Appoint/remove Chair and NEDs Chair/NED remuneration Approve/not approve appointment of CE Appoint/remove auditor Receive annual accounts, annual report and any auditors report Represent the interests of members and the public Hold the NEDs to account for the performance of the board Approve/not approve mergers, acquisitions (over half of all governors) • Approve/not approve significant transactions (if defined in the constitution – over half of governors voting at a meeting) Boards of directors • What do boards do? You need to know about ‘governance’ • ‘The system by which companies are directed and controlled....The responsibilities of the Board include setting the company's strategic aims, providing the leadership to put them into effect, supervising the management of the business and reporting to shareholders on their stewardship.’ Cadbury • ‘Corporate governance is the means by which boards lead and direct their organisations so that decision making is effective and the right outcomes are delivered.’ Monitor It is what Boards do … Strategy Culture The Board Accountability Control Why does it matter to Councils of Governors ? Statute: – The duty of Governors: – To hold the non-executive directors individually and collectively to account for the performance of the board of directors. Monitor: — The CoG is ‘responsible primarily for assuring the performance of the Board.’ But what is ‘the performance of the board’? Now there is ONE NHS standard Monitor, the CQC and the NHS TDA have agreed a single view of what good leadership looks like. The Board’s obligations The general duty of the board of directors, and of each director individually, is to act with a view to promoting the success of the corporation so as to maximise the benefits for the members of the corporation as a whole and for the public. (Health and Social Care Act 2012) The Licensee shall at all times have regard to guidance issued by Monitor. The Licensee shall apply those principles, systems and standards of good corporate governance which reasonably would be regarded as appropriate for a supplier of health care services to the NHS. In any case where the Licensee decides not to follow the guidance it shall inform Monitor of the reasons for that decision. (Standard licence conditions) The implications for governors and ‘holding to account’ • How is the Board complying with best practice – and obligations ? • How is the Board reaching the right decisions ? • How is the Board assuring itself that the trust is delivering safe and effective care ? The performance of the Trust is the Board’s concern; The performance of the Board is the Governors’ concern ! Board assurance • Assurance is the outcome of managing risk effectively. • Board assurance is the evidence that the Board has systematically identified their objectives and managed the principal risks to achieving them. • Confidence, based on sufficient evidence, that internal controls are in place and are operating effectively, and that objectives are being achieved. • How do Boards do that ? Board assurance framework Set objectives Identify the principal risks to the achievement of these objectives Identify key controls to manage these principal risks Decide how to obtain assurance on the effectiveness of key controls Evaluate the assurance across all areas of principal risk Identify positive assurances and areas where there are gaps in controls and / or assurances Put in place plans to take corrective action where gaps have been identified Maintain dynamic risk management arrangements, including a risk register, and action plans Extract from a BAF Assessing risks Escalating risks Controlling risks Controlling risks (2) In the boardroom – is this assurance ? ‘The peer review report presented to the board confirms our performance as being in the upper quartile nationally.’ ‘The report from internal audit highlights that the service is safe, but will be unsustainable without an increase in annual expenditure.’ ‘We now have the right systems and processes in place to deliver a consistently safe service’ ‘As nursing director I can assure the board that we are taking all necessary steps to deal with the situation.’ What is accountability? • To be accountable is: • to be responsible for the delivery of a specific task or outcome, • to be answerable to another party • to be liable, obliged to accept judgement and possible sanction or reward. Trust Healthy scepticism Holding to account is a process Listen Feed back Form a view Question Discuss A Reminder ! The performance of the trust is the business of the board The performance of the board is the business of the council What holding to account isn’t • It is not: – A star chamber. – About the performance of the individual NED. – A chance to give the board a hard time. – Putting someone in their place. – About inspecting the trust. Why is it important? Because when things go wrong there is: • Insufficient evidence of robust challenge in the board room; • Unrealistic action plans adopted; • No board oversight of key strategic risks; • Inadequate sources of assurance; • Failure to implement agreed action plans; • Misinterpretation of evidence, accepting reassurance, denial The right information • Everything that the board does can be explained to an intelligent lay person. • You have the right to ask for information in a form that makes sense to you as a council. • More information isn’t necessarily better information. • Key questions for governors to ask themselves: – ‘Are we satisfied that the board has assured itself on the key risks in this area?’ – ‘What would a “reasonable” person think?’ Listening The most important part of the meeting. Your opportunity to obtain information and to identify gaps. Your opportunity to begin to frame questions. Asking questions Questions: preparation Questions: issues Ask clarification questions before the meeting. Think about the answer you want before you ask the question. Is it a reasonable question to ask? Don’t waste your question – make it telling. Would others agree? Think about assurance – ask how and why questions about how the board has obtained assurance. Do you have the right to ask it? Forming a view What have we heard today? What is it reasonable to conclude? What have members and the public told us? What have we seen (and what do staff governors tell us)? Feeding back • Part of a relationship; • Part of a dialogue, not a speech; • On issues not on people; • The majority view, but including reasoned dissent; • Should be an aid to obtaining further assurance. Good accountability needs good relationships • Based on honesty, candour and trust; • Consistent with agreed ways of working; • Shared understanding of the scope and limits of roles. The FT chain of accountability Governors appoint NEDs NEDs appoint executives Executives manage the FT The board supervises management NEDs form a majority on the board Governors hold NEDs to account Councils of governors’ own accountability Councils of governors • • • • • • FT Members; Your own contacts; Local Healthwatch groups; Local charities and community groups; Local authorities; Events organised by the trust Questions?