COUNCIL OF GOVERNORS MEETING...2013/07/04 · and to approve some minor amendments to the terms of...

COUNCIL OF GOVERNORS MEETING (open to Trust members, members of the public, and the press)

DATE: Thursday 4 July 2013

TIME: 18.30pm to 21.00pm (refreshments from 18.00pm) VENUE: The Hall

Shaw House Church Road Newbury Berkshire RG14 2DR

CHAIR OF MEETING: Trevor Jones, Trust Chairman GOVERNORS: See Members of the Council of Governors (overleaf) DIRECTORS: See Members of the Board of Directors (overleaf) IN ATTENDANCE: Steve Garside, Company Secretary Rachel Jeacock, Assistant Company Secretary

APOLOGIES: David Chilvers, Appointed Partner Governor (CCGs –

South) John Donne, Staff Governor Simon Hoare, Appointed Partner Governor (Local Authority) Keith House, Appointed Partner Governor (Local Authority) Duncan Burke, Director of Communications and Public Engagement

***** FUTURE MEETING DATES: Tuesday 8 October, 2013, Shaw House, Newbury Thursday 9 January 2014, Shaw House, Newbury Monday 24 March 2014, Shaw House, Newbury

Current Members of the Council of Governors Olukemi Adenubi Elected Public Governor -Hampshire Constituency Paul Carnell Elected Public Governor - Hampshire Constituency David Chilvers Appointed Partner Governor (CCGs – South) Gary Clark Elected Public Governor - Berkshire Constituency Patrick Conafray Elected Public Governor - Oxfordshire Constituency Eddie Cottrell Elected Staff Governor John Donne Elected Staff Governor Bob Duggan Elected Public Governor - Buckinghamshire Constituency Christina Fowler Elected Staff Governor Melanie Hampton Elected Public Governor - Berkshire Constituency (Lead) Simon Hoare Appointed Partner Governor (Local Authority) Keith House Appointed Partner Governor (Local Authority) Barry Lipscomb Appointed Partner Governor (Air Ambulance Charities) David Palmer Elected Staff Governor Benita Playfoot Elected Public Governor - Berkshire Constituency Allan Read Elected Public Governor - Hampshire Constituency David Ridley Elected Public Governor - Buckinghamshire Constituency Richard Ryan Elected Public Governor - Hampshire Constituency Alan Tottle Elected Public Governor - Hampshire Constituency Carol Watts Elected Staff Governor Tim Windsor-Shaw Elected Public Governor - Oxfordshire Constituency Current Members of the Board of Directors Trevor Jones Chairman Alastair-Mitchell Baker Vice-Chair, Senior Independent Director Ilona Blue Non-Executive Director Claire Carless Non-Executive Director Keith Nuttall Non-Executive Director Eddie Weiss Non-Executive Director Professor David Williams Non-Executive Director Will Hancock Chief Executive John Black Medical Director Deirdre Thompson Director of Quality and Patient Care John Nichols Director of NHS111 Charles Porter Director of Finance James Underhay Director of Strategy and Business Development Sue Byrne Chief Operating Officer (starting 8 July 2013)

Support to the Council of Governors Steve Garside Company Secretary Rachel Jeacock Assistant Company Secretary

AGENDA – COUNCIL OF GOVERNORS – 4 JULY 2013 18.30pm – 21.00pm, The Hall, Shaw House, Church Road, Newbury, RG14 2DR ***Governors to direct questions / comments through the Chair; please state your name and role

before speaking for the benefit of the members and public present***

No. Item

Time Enclosures

1. Opening Business 1.1 Chairman’s Introduction, including apologies for absence

(Trevor Jones – Chairman) • to receive an opening introduction from the Trust Chairman, including

apologies received in respect of absence

18.30

18.40

18.42

18.45

(Verbal)

1.2 Declaration of Governors’ Interests (Trevor Jones – Chairman)

• to note any interests from governors as part of their obligation to declare any interest relevant to any item under consideration at the meeting

(Verbal)

1.3

Minutes of the Council of Governors’ meeting held on 15 April 2013 (Trevor Jones – Chairman)

• to approve the minutes of the meeting held on 15 April 2013

Enclosure A

1.4 Matters arising from the Council of Governors’ meeting held on 15 April 2013 (Steve Garside – Company Secretary, Rachel Jeacock - Assistant Company Secretary)

• to note progress with the matters arising from the meeting held on 15 April 2013

• to note arrangements for the elections later in the year, and the plan for future governor elections

Enclosure B and Enclosure C

2. Holding the Board of Directors to account for the performance of the Trust 2.1a NHS 111 – SCAS strategy and performance

(John Nichols – Director of NHS111) • to present an update on NHS 111, including details of the services currently

being provided by SCAS and the learning to date

18.50 Enclosure D

2.1b

NHS 111 – SCAS strategy and performance – governor questions (Governors; Eddie Weiss, Ilona Blue and Professor David Williams, Non Executive Directors)

• for governors to direct questions to the NEDs about the NHS 111 services, and how they seek assurance that these are effective

19.10 (Verbal)

2.2a Chief Executive’s Report (Will Hancock – Chief Executive)

• to receive a written report from the Chief Executive covering key issues for the Trust, including clinical and operational performance

19.30 Enclosure E

2.2b Chief Executive’s Report – questions from governors

(Governors; Eddie Weiss, Ilona Blue and Professor David Williams, Non Executive Directors

• questions from the governors to the NEDs regarding issues covered in the Chief Executive’s Report

19.40 (Verbal)

3. Report from the Council of Governor Task and Finish Groups 3.1 Report from the ‘Review of the Effectiveness of the CoG’ Task and

Finish Group (Steve Garside – Company Secretary)

• to receive a report from the Task and Finish Group on their work to review the effectiveness of the Council of Governors

19.55 Enclosure F

4. Reports from Council of Governors Sub-Committees 4.1

Report from the Nominations Committee (Trevor Jones – Chair of the Nominations Committee)

• to receive a report from the Nominations Committee, including details of the NED recruitment process and the 2012/13 Annual Review

20.15 Enclosure G

4.2 Report from the Membership and Engagement Committee (David Ridley, Chair of the Membership and Engagement Committee)

• to receive a report from the Membership and Engagement Committee, including the minutes of the 22 April meeting, the 2012/13 Annual Review; and to approve some minor amendments to the terms of reference

20.25 Enclosure H

5. Items for Information 5.1 Annual Report including Annual Accounts and Annual Quality Report

2012/13 (Steve Garside – Company Secretary; Eddie Weiss, NED and Chair of Audit Committee)

• to receive the 2012/13 Annual Report, including Annual Accounts and Annual Quality Report, and the auditors report, for information

20.35 Enclosure I

5.2 Process for the Appointment of a Lead Governor from 6 September 2013 (Steve Garside – Company Secretary)

• to receive details of the process to appoint to the position of Lead Governor from 6 September 2013

20.40 Enclosure J

6. Closing Business 6.1 Any Other Business

(Trevor Jones – Chairman) • to note any items of additional business, including those notified by the

governors to the Company Secretary no less than two working days prior to the meeting, and to receive feedback from governors on recent governor activity (e.g. attendance at meetings and events)

20.45 (Verbal)

6.2 Date and Time of Next Meeting (Trevor Jones – Chairman)

• to note that the next meeting will be held on Tuesday 8 October 2013 at Shaw House, Newbury, commencing at 18.30pm

21.00 (Verbal)

South Central Ambulance Service NHS Foundation Trust

Enclosure A

COUNCIL OF GOVERNORS

Meeting: Council of Governors

Date of Meeting: 4 July 2013

Title of Paper: Minutes of the Council of Governors meeting held on 15 April 2013

Presented by: Trevor Jones, Chairman

Paper for Debate, Decision or Information:

Approval

Main Aim: To ensure good governance practice in confirming that the minutes of the 15 April 2013 meeting represent an accurate record of business undertaken Summary of key points

for consideration: These minutes, in draft form, were initially circulated to governors on 10 May 2013

Recommendations or Outcome Required :

Approval

Previous Forum: N/A

Statutory Requirements Met:

N/A

Contact in case of query concerning this paper:

Rachel Jeacock, Assistant Company Secretary, 01869 365029

Unapproved Minutes CoG – 15.4.13 Page 1 of 8 SCAS

Unapproved minutes of the sixth meeting of the South Central Ambulance Service NHS Foundation Trust Council of Governors held on Monday 15 April 2013 at Shaw House, Newbury, Berkshire, RG14 2DR Present: Trevor Jones Chairman

Olukemi Adenubi Hampshire Constituency Paul Carnell Hampshire Constituency Gary Clark Berkshire Constituency Eddie Cottrell Staff Constituency John Donne Staff Constituency Bob Duggan Buckinghamshire Constituency Christina Fowler Staff Constituency Melanie Hampton Berkshire Constituency / Lead

Governor Keith House Appointed Partner Governor Barry Lipscomb Appointed Partner Governor David Palmer Staff Constituency Benita Playfoot Berkshire Constituency Allan Read Hampshire Constituency David Ridley Buckinghamshire Constituency Carol Watts Staff Constituency Tim Windsor-Shaw Oxfordshire Constituency

In attendance: Will Hancock Chief Executive Claire Carless Non Executive Director Keith Nuttall Non Executive Director Debbie Marrs Interim Director of Patient Care Steve Garside Company Secretary Rachel Jeacock Assistant Company Secretary Apologies rec’d: Patrick Conafray Oxfordshire Constituency Richard Ryan Hampshire Constituency

Al Tottle Hampshire Constituency Not present: Simon Hoare Appointed Partner Governor


Opening Business

1.1 Apologies for Absence and Chairman’s Welcome The Chairman welcomed all in attendance to the first meeting of the new financial year and apologies were noted from three governors. The Chairman reported that there had been three public governor resignations since the last meeting. In addition, the two PCT governors’ terms ended with the abolition of the Primary Care Trusts at the end of March and Mary Ballin resigned for personal medial reasons. All have received a personal letter of thanks from the Trust. The Company Secretary advised that the cost of running an election process to fill the public governor vacancies would be in the region of £8,000. As elections are due to be held in the autumn for the governors whose terms of office expire on 1 March 2014 the Company Secretary suggested that one option would be to hold one election process to fill both the vacancies that have arisen as a result of recent resignations as well as those for governors whose terms will be ending. Governors raised concerns around ensuring continuity and experience and also that delaying elections could put strain on governors in post and lead to difficulties with quoracy. In response to a question the Chairman confirmed that, under the current Constitution, governors appointed to fill vacancies would be appointed for a three year period. It was suggested that it would be better to have one election as two in close succession may confuse the electorate and that a plan of elections was drawn up to ensure that not all governors would be coming to end of their term at the same time. It was agreed that one election process will be held with governors appointed to the vacant positions coming into post as soon as possible. Proposals for how to manage elections going forward will be presented to the next meeting. Action 1.1a The Company Secretary to draw up a schedule of governor elections which will be presented to the next meeting of the Council of Governors.

The group acknowledged, and accepted, that as a result of the decision taken there will be a period of time where governor vacancies are unfilled. The Chairman advised that there are a number of new aspects to the governor role which came into effect from 1 April 2013 as a result of the Health and Social Care Act 2012. These new aspects reinforce the message about representing the interests of the Trust’s members and members of the public and holding the Board to account via the Non Executive Directors. These changes will be addressed under item 2.1.


The Chairman reported that following the resignation of Jamie Hartridge there was a vacancy on the Nominations Committee for a public governor. The Company Secretary will seek representation to join the committee. Action 1.1b The Company Secretary to contact the governors with details of the process to fill the vacancy on the Nominations Committee.

The Chairman confirmed that appraisals with Non-Executive Directors have been scheduled for June and July and that the views of governors will be fed into the appraisal process. A date has also been set for Alastair Mitchell-Baker to appraise the Chairman. Feedback will be provided to the Council of Governors following completion of this process. The Chairman reported that Eddie Weiss’ term of office is due to expire at the beginning of June 2013 and that he is happy to continue in the role. The Nominations Committee felt that it would be appropriate, particularly given Alastair Mitchell-Baker’s contract had already been extended, for a competitive recruitment process to be undertaken. The Chairman proposed that Eddie Weiss’ contract was extended for a one year period to provide some continuity at Audit Committee Chair level and to allow for a selection and recruitment process to be developed and undertaken with appropriate input from governors. The new appointment would take up office from June 2014 and if possible would act in designate capacity before the expiry of Eddie Weiss’ contract. Disappointment was expressed that the Trust did not already have a process in place to undertake recruitment. The Chairman confirmed that a high-level process for the appointment of new Non Executive Directors was in place – and had been approved by the Council of Governors at their January meeting – but that a more detailed plan was now required to fill this vacancy. The Council of Governors agreed to the extension of Eddie Weiss contract for a one year period to allow for a selection and recruitment process to be undertaken. The Chairman reported media alerts are being shared with governors where relevant and apologised that there had been an incident recently where this had not happened. The Chairman reminded governors that they should not respond directly to the press but should come via the Trust. The Chairman reported that the governor portal has recently been reviewed and updated and feedback from governors on the content or suggestions for additional information would be welcome. Action 1.1c Governors to provide feedback on content or suggestions for additional information to be included on the portal to the Assistant Company Secretary.

1.2 Declaration of Governors’ Interests Tim Windsor-Shaw advised that his new role with the NHS Trust Development Authority included some work with the London Ambulance Service.


Action 1.2 The Assistant Company Secretary to update the Register of Interests to reflect Tim Windsor-Shaw’s new role with the NHS Trust Development Authority.

The Chairman reported that the updated register of interests will be made publically available on the Trust’s website. 1.3 Minutes of the Council of Governors’ meeting held on 28 January 2013 The minutes of the previous meeting were approved with one amendment to reflect that Debbie Marrs was in attendance. 1.4 Matters arising from the Council of Governors’ meeting held on 28 January 2013 The Company Secretary reported that all matters arising had been completed. Role Descriptions The Chairman reported that the role descriptions had been approved, following careful consideration, by the Nominations Committee and addressed the comments made by the Council of Governors at the January meeting. It was proposed that there should be a change in emphasis in view of the prominence in the Francis report on values and behaviours and was therefore suggested that a statement was applied across the organisation as a whole, relating to the culture and objectives of the organisation. In response to a question about membership of the group the Company Secretary clarified there are four members appointed by the Council of Governors: the Chairman, Melanie Hampton, Eddie Cottrell, Jamie Hartridge (until his resignation). The Council of Governors ratified the role descriptions for the Chair and Non Executive Directors which will be subject to on-going review. The Statutory Duties of Governors – Decisions Required

2.1 Trust Constitution The Company Secretary presented for approval the required and proposed changes to the Trust constitution which were split into three sections: those relating to the implementation of the Health and Social Care Act, changes to the composition of the Council of Governors and sections which deal with the appointment of the initial chair and Non Executive Directors. The Company Secretary reported that since 1 April 2013 any constitutional changes require sign off by the Council of Governors and subsequent approval by the Trust Board of Directors prior to being submitted to Monitor. The Company Secretary reported that the wording provided in Monitor’s model Core Constitution has been used for all amendments to the constitution required as part of implementation of the Health and Social Care Act 2012.


The constitutional changes for the Health and Social Care Act were approved. The Chairman reported that a Task and Finish Group was established with the aim of considering issues associated with governor composition and representation. The Task and Finish Group concluded that:

• The two appointed PCT governors are replaced by governors from successor commissioning bodies from the north and south of the South Central patch.

• No changes should be made to the current appointed Local Authority governor representation.

• It would not be appropriate at this stage to have a separate governor constituency to directly represent patients or a specific patient group.

• It would not be appropriate at this stage to have a separate governor constituency to represent the Trust’s volunteers.

• No additional governors to represent other charities would be appointed at this stage.

• Individuals would be able to become members of the Trust from outside the current South Central boundaries if they have an interest in the work of the Trust. These members would nominate one of the four existing public constituencies where they have a particular connection and will be able to vote in elections and stand to be a governor.

It was suggested that further work was undertaken to ensure members understand the role of governors and in particular that volunteers can be a governor. Additionally given the close links the Trust has with BASICS it might be beneficial to consider them having governor representation. In response to concerns regarding out of area members being able to launch a media campaign resulting in an unsuitable governor being elected, the Chairman clarified that out of area membership will be at the discretion of the Company Secretary. A review of the wording in relation to governor elections will be undertaken to pick up points raised earlier in the meeting. Action 2.1a The Company Secretary to review the wording of the constitution in relation to governor elections to ensure all points raised earlier in the meeting are reflected.

The constitutional changes following review of the composition of the Council of Governors and other associated issues were approved. The Company Secretary recommended that the two sections in the constitution which dealt with the appointment of the initial Chair, Non Executive Directors and Chief Executive were removed leaving in place the provision for all future appointments and removals. The constitutional changes for out of date references were approved. Action 2.1b The Company Secretary to present the revised constitution to the May meeting of the Board of Directors for approval.


Holding the Board of Directors to account for the performance of the Trust 3.1a – The Mid Staffordshire Public Inquiry (Francis Report) and 3.1b Questions from Governors Debbie Marrs presented details of the Francis Report and explained that work has commenced under the five key themes to act on the recommendations, working with other ambulance services and the Department of Health where appropriate to:

• Improve complaints processes and develop metrics • Look at what data we collect ‘real time’ and what to publish • Decide how to ensure compassionate service without exception • Strengthen the Duty of Candour

Debbie Marrs reported that an action plan had been developed to implement the recommendations within the report which will be presented to the Board of Directors Meeting in May. The Quality and Safety committee will review progress against this plan on a regular basis. In response to a question about what Non Executive Directors understood was meant by zero tolerance in terms of non compliance of standards Keith Nuttall responded that it is about driving up standards and addressing all concerns raised by doing all we can to put it right. The Chairman added that zero tolerance is seeing what is going on, listening to patients and staff and acting on it. Claire Carless confirmed that staff are encouraged and supported to speak out about concerns and that any feedback received is taken seriously. Additionally checks are undertaken by Non Executive Directors and Executives when undertaking walkabouts. In response to a question about assurance that private sector providers deliver a quality service Keith Nuttall reported that issues with private providers had been identified with an Executive Director being asked to gain assurance in the form of a written reply to assure the Board. Additionally meetings are held on a monthly basis with private providers with written feedback provided on areas of non compliance. A question was asked how warning signs are identified to enable the Trust to monitor tolerance. Claire Carless reported that alerts were fed into the Integrated Performance Report process which is reviewed at each Board meeting. A review of this document is being undertaken to identify if any further reporting needs to be included in light of the Francis report. Nationally Quality Directors are looking at a dashboard which would also include areas for improvement. Gary Clark reported that Community First Responders are not sure where they can escalate concerns if not addressed by their manager. Keith Nuttall responded that Community First Responders are an integral part of the organisation and to link with Non Executive Directors to help with this. The Chairman concluded by confirming that the Trust have increased the number of leadership walkarounds it is now undertaking. Additionally the Board have challenged Debbie Marrs and Duncan Burke to find a way of identifying patients that the Trust can link with to guarantee that the patient voice is heard.


Debbie Marrs agreed to provide an update to the October meeting of the Council of Governors. 3.2a – Chief Executive’s Report and 3.2b – Questions from Governors The Chief Executive highlighted a range of current issues and developments for the Trust:

• The Trust delivered the key response time standards for both quarter four and the year in full.

• The Trust maintained a strong clinical performance throughout the year, and delivered the financial risk rating in line with plan.

• Staff have worked hard to maintain quality of service. • 111 services in Oxfordshire and Hampshire are now fully operational with

Berkshire going live in April. In many areas the NHS Direct number has now been switched off.

• The Trust had some very good results in the latest staff survey, with the results for staff engagement, where we the top performing ambulance service, being especially pleasing.

• Some major changes are planned for 2013 / 2014 to help deliver a seamless service such as further developing telephone clinical advice with GPs and paramedics working on the telephone and providing tablets to front line staff to allow complete link up.

• Three stations will be closing in South East Hampshire with one new station opening in Cosham.

The Chief Executive explained that the new estate was being rented and that the proceeds from the sale of the old estate would go into the capital fund. In response to a question about the number of 4 x 4 vehicles the Chief Executive confirmed that it was felt that the Trust had enough but more needed to be done to deploy these to the right areas. In addition, considerable support is also coming from volunteers which needs to be utilised effectively. In response to a question, the Chief Executive confirmed that the standard recruitment process is to undertake CRB checks for all staff that have contact with patients, either face to face or via the telephone, and this includes those members of staff who work in Emergency Operation Centres. Keith Nuttall in responding to a question about action taken by Non Executive Directors when they become aware of significant delays in getting to patients, reported that increased demand has led to handover delays and subsequent delays attending patients. A range of actions then take place depending on the individual circumstances. The Chairman reported that the Board recently agreed further spending, at risk, to ease pressure in the system to ensure patient care. Representing the interests of, and communicating with, the Trust’s membership

4.1 Membership Engagement – A Governors Perspective Bob Duggan gave a presentation sharing his experiences of engaging with members.


Christina Fowler stated that she had recently been working with the Women’s Institute and that many people were interested in the work of the Trust but were unsure about becoming members and more should be done to engage with these people. Eddie Cottrell reported that his local golf club have been successfully linking with the owners, John Lewis, to raise awareness and funds for a defibrillator on the premises following a recent incident and suggested this approach could be tried elsewhere. The Chairman suggested that the Membership and Engagement committee, whose remit is to develop effective strategies for membership and engagement, link with governors who have undertaken recent engagement events to share learning. Action 4.1 The Chair of the Membership and Engagement Committee to link with governors who have undertaken recent engagement events to share learning and ideas for engagement with members.

Closing Business

5.1 Council of Governors Review 2012/2013 The Chairman reported that it was good practice for all committees to undertake an annual self-assessment process to review their effectiveness and it would be timely for the Council of Governors to undertake this process now. The Chairman proposed that a Task and Finish Group was established to consider how to review the effectiveness of the Council of Governors, including what activities a governor should be doing during the course of the year to deliver their duties. The Council of Governors supported the proposal and volunteers will be sought to join the group. Action 5.1 The Company Secretary to contact the governors seeking expressions of interest from governors wishing to join a Task and Finish Group to consider how to review the effectiveness of the Council of Governors, including what activities a governor should be undertaking during the course of a year to deliver their duties.

The Council of Governors noted that the information in the paper will be used to report on the activity of the Council of Governors in the 2012/2013 Annual Report to satisfy the mandatory reporting requirements set out in Monitor’s 2012/2012 Annual Reporting Manual. 5.2 Any other business There were no items of any other business. 5.3 Date and time of next meeting The next meeting was noted as being held on Thursday 4 July 2013 at Shaw House, Newbury commencing at 18.30pm.


Enclosure B




Title of Paper: Matters arising from meeting held on 15 April 2013

Presented by: Steve Garside, Company Secretary


Information

Main Aim: To ensure good governance practice in confirming that the action points from the 15 April 2013 Council of Governors meeting are in hand / have been delivered. Summary of key points

for consideration: There were 8 action points from the Council of Governors meeting on 15 April 2013, all of which have been duly completed.


To note progress with the actions from the previous Council of Governors meeting

Previous Forum: N/A


N/A



of 2

Enclosure B - Matters Arising Schedule – Council of Governors meeting 4 July 2013 ACTIONS AGREED AT 15 APRIL 2013 COUNCIL OF GOVERNORS MEETING

Ref No Agenda Topic Summary of Action Required Lead Due Date Status 1.1a Apologies for

Absence and Chairman’s Welcome

The Company Secretary to draw up a schedule of governor elections which will be presented to the next meeting of the Council of Governors

SG ASAP Completed - see agenda item 1.4

1.1b Apologies for Absence and Chairman’s Welcome

The Company Secretary to contact the governors with details of the process to fill the vacancy on the Nominations Committee

SG ASAP Completed – Bob Duggan appointed in line with agreed process

1.1c Apologies for Absence and Chairman’s Welcome

Governors to provide feedback on content or suggestions for additional information to be included on the Governors portal to the Assistant Company Secretary

CoG 4 July 2013

Ongoing

1.2 Declaration of Governors Interests

The Assistant Company Secretary to update the Register of Interests to reflect Tim Windsor-Shaw’s new role with the NHS Trust Development Authority

RJ 26 April 2013

Completed and uploaded on Trust website

2.1a Trust Constitution The Company Secretary to review the wording of the constitution in relation to Governors elections to ensure all points raised in the meeting are reflected

SG 29 May 2013

Completed

2.1b Trust Constitution The Company Secretary to present the revised constitution to the May meeting of the Board of Directors for approval.

SG 29 May 2013

Completed – revised constitution approved

4.1 Membership Engagement

The Chair of the Membership and Engagement Committee to link with Governors who have undertaken recent engagement events to share learning and ideas for engagement with members

DR 4 July 2013

Completed

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5.1 Council of Governors Review 2012 / 2013

The Company Secretary to contact the Governors seeking expressions of interest from Governors wishing to join a Task and Finish Group to consider how to review the effectiveness of the Council of Governors, including what activities a Governor should be undertaking during the course of a year to deliver their duties

SG 4 July 2013

Completed – see agenda item 3.1

KEY to LEADS SG Steve Garside, Company Secretary CoG All governors DR David Ridley RJ Rachel Jeacock


Enclosure C




Title of Paper: Matters Arising: Plan for Future Governor Elections and Arrangements for Forthcoming Elections

Presented by: Rachel Jeacock, Assistant Company Secretary


Information

Main Aim: To share with the Council of Governors the plan for future public governor elections and details of the 2013 elections.

Summary of key points for consideration:

The report presents an election plan for public governors and provides details of the forthcoming elections including actions required by existing governors who would like to stand for re-election.


Note

Previous Forum: Discussed at the CoG meeting held on 15 April 2014


Trust Constitution Health and Social Care Act



1

COUNCIL OF GOVERNORS 4 JULY 2013 (Enc. C)

PLAN FOR FUTURE GOVERNOR ELECTIONS AND ARRANGEMENTS FOR FORTHCOMING ELECTIONS

Background 1. The purpose of the paper is to provide an update on two issues: a response

to the request at the last Council of Governors (CoG) meeting to develop an election plan for public governors and details of the forthcoming elections and actions required by existing governors who would like to stand for re-election.

Governor Election Plan (Appendix A) 2. Elections to public constituencies will be held on a rolling basis every second

and third year to elect governors to the vacancies which will arise as a result of governor’s terms of office coming to an end.

3. As agreed at the April CoG meeting the general principle will be to limit the

number of elections to ensure the costs and resources involved in the process are kept to a minimum. An office will stand vacant until the next scheduled election where this is appropriate. This is not inconsistent with the Trust Constitution (section A5 4.5) which states that:

If no reserve candidate is available or willing to fill the vacancy, or if the

vacancy occurs more than six months after the retiring Governor’s date of election, an election will then be held in accordance with the Model Election Rules save that if an annual Governor election is due to be held within six months of the vacancy having arisen, the office will stand vacant until the next schedule election, unless by so doing this causes the aggregate number of Public Governors to be less than half the total membership of the Council of Governors. In that event, an election will be held in accordance with the Model Election Rules as soon as reasonably practicable.

4. The Governors Election Plan will be reviewed annually. 2013 Elections 5. Eight Governors were appointed to a two year term of office when SCAS

became a Foundation Trust and their period of office will expire on 28 February 2014. Elections will be held during October to December 2013 to appoint to these eight positions as well as the three vacancies that have arisen as a result of previous resignations from the Council. Those candidates who receive the highest number of votes will be elected to the currently vacant positions and will take up their post on 1 January 2014, unless the candidate with the highest votes is an existing Governor when the

2

second highest will be appointed. The remainder will start (or continue with a new term) in office from 1 March 2014.

6. The table below details the key stages of the autumn 2013 election process

for both existing governors and aspirant governors.

Date Aspiring Governors Workshops 16 & 19 September 2013 Notice of Election published 16 October 2013 Nomination forms available (Governors will be able to update their nomination form)

16 October 2013

Deadline for receipt of nominations 31 October 2013 Publication of nominated candidates 1 November 2013 Final date for candidate withdrawal 5 November 2013 Voting packs dispatched to members 20 November 2013 Closing date for election 10 December 2013 Results published 11 December 2013

7. A more detailed paper will be provided at the Council of Governors meeting

on 8 October 2013 and information will be shared in the interim as appropriate.

Recommendations 8. The Council of Governors are asked to:

• Note and support the Governor Election Plan

• Note the process for the forthcoming elections

Rachel Jeacock, Assistant Company Secretary 21 June 2013

3

Appendix A

SCAS Council of Governors Election Plan

Year 1 (1.3.12 – 28.2.13) No elections

Elected Governors

Period of Office Start of Election Process

Elected Election to From To From To

Year 2 (1.3.13 – 28.2.14) 1 Mar 12 28 Feb 14 1 Oct 13

1 Mar 14 28 Feb 17 Those elected initially to a two year period of office • Berkshire: 2 positions (GC, MH), Oxfordshire: 1 position (TWS),

Buckinghamshire: 1 position (DR), Hampshire: 3 positions (AR, RR, AT) • *Vacancies in Buckinghamshire, Berkshire and Hampshire *1 Jan 14 31 Dec 16

Year 3 (1.3.14 – 28.2.15) 1 Mar 12 28 Feb 15 1 Oct 14 1 Mar 15 28 Feb 18

Those elected initially to a three year period of office • Berkshire: 1 position (BP), Oxfordshire: 1 position (PC), Buckinghamshire: 1

position (BD), Hampshire: 2 positions (OA, PC) Year 4 (1.3.15 – 28.2.16) No elections planned (unless vacancies arise)

Elected Governors

Period of Office Start of Election Process

Elected Election to From To From To

Year 5 (1.3.16 – 28.2.17) 1 Mar 14 28 Feb 17 1 Oct 16 1 Mar 17 28 Feb 20 • Berkshire: 3 positions, Oxfordshire: 1 position, Buckinghamshire: 2

positions, Hampshire: 4 positions (plus any vacancies)

Year 6 (1.3.17 – 28.2.18) 1 Mar 15 28 Feb 18 1 Oct 19 1 Mar 18 28 Feb 21 • Berkshire: 1 position, Oxfordshire: 1 position, Buckinghamshire: 1 position,

Hampshire: 2 positions (plus any vacancies) Year 7 1.3.18 – 28.2.19) No elections planned (unless vacancies arise)

*One election process will be held with those governors elected to the current vacancies in Buckinghamshire, Berkshire and Hampshire taking up their office on 1 January 2014 with the remainder on 1 March 2014.


Enclosure D




Title of Paper: NHS111 – SCAS strategy and performance

Presented by: John Nichols, Director of NHS111

Supported by: Trevor Jones, Eddie Weiss, Ilona Blue and Professor David Williams, Non Executive Directors


Information and discussion

Main Aim: • For the Director of NHS111 to present details of the Trust’s NHS111 services and the learning that has been taken to date

• For the governors to address questions to the Chair and NEDs in attendance on how they seek assurance that the Trust is providing effective services


• Attached for prior reading is a short background document that was issued by NHS Connecting for Health in late 2011 covering the aims and benefits of 111 and how it should work

• Also attached is a presentation from the Director of 111; an overview of which will be given at the meeting

• Governors will be encouraged to direct questions to the NEDs present to ascertain how they seek assurance that the Trust is providing effective services that achieve the intended aims and the required key performance indicators


The governors are up-to-date in terms of the 111 services being provided by SCAS, how we are performing, and the learning that has been taken to date. They also gain an understanding of how the NEDs approach the objective of gaining assurance that effective services are being delivered.

Previous Forum: Governors have received an update on 111 at each meeting of the CoG via the Chief Executive’s Report


N/A


Steve Garside, Company Secretary, 01869 365032

“111” Update John Nichols

Interim Chief Operating Officer

SCAS

• The SCAS 111 Landscape

• Main KPIs associated with providing 111

• Implementation issues

• Cost Pressures

• How we are doing

• Action plan to improve

111 – Agenda

111 – South Central Region

• Oxfordshire • SCAS (2 year “pilot” – concludes June 2014)

• Main land Hampshire

• SCAS (3 year contract – won through competitive tender)

• Berkshire • SCAS (2 year pilot)

• Buckinghamshire

• NHSD (won through competitive tender)

• Milton Keynes • Harmoni (won through competitive tender)

111 – SCAS responsibility (broadly)

• Provides the 111 call centres

• Call takers (advisers) and Call centre clinicians (nurses)

• Must correctly use/follow NHS Pathways

• Answer the telephone within 60 seconds (95% of occasions)

• Have a call abandonment rate below 5%

• Undertake 1% call audit

• Achieve 95% “warm transfer” within 30 seconds

• Where there is a “call back”, this should be within 10 minutes (95%)

• Carry out staff and patient satisfaction surveys

111 – Sounds Easy – but….

• By Hour and by day call “profiles” proved inaccurate

• 111 Calls are taking longer to deal with than originally modelled

• Health advice calls (ex NHSD) greater in volume and much greater call length

• During Jan/Feb/March, very high volumes of “out of Area” calls

• Up to 19% (OOA) against planned 5%

• OOA Calls sent through in “clumps”

• Weekends very busy – high requirement for part time/bank staff

• Volumes driven up when other “services” in DoS unable to cope (patient call backs)

111 – Weekly Call volumes

111 – Call volumes (April) by day of week – compared to 999 incidents

111 – Cost Pressures

Longer call length requires more “staff” High National profile – decision to perform – increase weekend call taker coverage by 10% Different “systems” in use (Oxfordshire S1, Berks and SHP Adastra) reduces the ease of call centre virtualisation Higher than modelled “transfer to clinician” increases required number of clinicians

111 – How are we doing

• Judged “Nationally” SCAS performs well

• Performance over last 2 months ahead of agreed improvement plans

• Phased introduction across Berkshire has been successful

• Pass rates to 999 are low (~ 6% compared with National average of 10%)

• Internal improvement plans drawn up

Period of Major National Roll out – High volume (clumped) OOA Calls

50.00%

55.00%

60.00%

65.00%

70.00%

75.00%

80.00%

85.00%

90.00%

95.00%

100.00%

07/01/2013 07/02/2013 07/03/2013 07/04/2013 07/05/2013 07/06/2013

Call answer performance by week from January 2013

Oxfordshire Berkshire Mainland SHP

111 – Action Plan – Cost Reduction

Focuses on 4 major areas:

• Full call centre virtualisation • Reduce call length by 60 seconds • Staff correctly to demand profiles (no weekend over staffing) • Review TUPE inherited roles

Further analysis to review opportunities through better “integration” with 999 EOC

111 – Action Plan – Efficiency Plan

Five Work Streams: • Strengthen Leadership and call centre staff management • Capacity and Demand management • Call taking efficiency and quality of service • Implement IT solutions that improve call handling/clinical processes • Workforce planning, staff training and education

Two Numbers

One Service

SCAS Strategic Vision

QUESTIONS

(as long as they are not too difficult!)

NHS 111

Introduction The NHS 111 service is being introduced to make it easier for the public to

access healthcare services when they need medical help fast, but it‟s not a life-

threatening situation. The NHS 111 service is part of the wider revisions to the

urgent care system to deliver a 24/7 urgent care service that ensures people

receive the right care, from the right person, in the right place, at the right time.

In future if people need to contact the NHS for urgent care there will only be three

numbers 999 for life-threatening emergencies, their GP surgery or 111

The introduction of the new service will also help to drive improvements in the

way in which the NHS delivers this care. It will enable the commissioning of

more effective and productive healthcare service by providing comprehensive

information on peoples‟ needs and the services they are directed to.

Background Research with the public has made clear for some time that the public find it

difficult to access NHS services when they develop unplanned, unexpected

healthcare needs. Changes in the way in which services are delivered, in

particular the introduction of new services like NHS walk-in centres or Urgent

Care Centres, have added to the complexity of the urgent healthcare system.

The result is that many people are unclear which services are available to meet

their urgent, unplanned needs and how they should be accessed, especially

outside normal working hours when GP practices are closed or when they are

away from home.

NHS reviews have also found that patients want better information and more help

to understand how to access the best care, especially urgent care, when they

need it. Consultations with the public and clinicians carried out by Strategic Health

Authorities resulted in them calling for the introduction of a single number to

improve access to urgent healthcare services.

The Department of Health started work in 2008 on scoping the introduction of a

single number to access NHS urgent healthcare services. This included carrying

out research with the public that found there was overwhelming support for such a

service in particular with a „999 style‟ memorable number.

The scoping work also identified that the introduction of a three-digit number

could provide significant benefits, not only to the public, but to the NHS as well.

The comprehensive up to date directory of local services, that is a key part of the

NHS 111 service, will also be of great value to clinicians and will help identify any

duplication of NHS services. The data that the NHS 111 service will collect on

service demand will enable the commissioning of more effective and productive

healthcare services that are better tuned to meet patient needs.

In 2009 the Department formally asked Ofcom to designate a three-digit number

for the new service. Ofcom launched a public consultation in July and, following a

positive response, announced the designation of 111 as the three-digit number for

NHS urgent healthcare services on 18th December 2009.

The coalition government stated its commitment to a national roll-out of the new

NHS 111 service as part of an integrated 24/7 urgent care service in the

document The Coalition our programme for government and the White Paper

Equity and excellence: Liberating the NHS. This set out the government's long-

term vision for the future of the NHS: “Develop a coherent 24/7 urgent care

service in every area of England that makes sense to patients when they have to

make choices about their care. This will incorporate GP out-of-hours services and

provide urgent medical care for people registered with a GP elsewhere. We will

make care more accessible by introducing, informed by evaluation, a single

telephone number for every kind of urgent and social care and by using

technology to help people communicate with their clinicians.”

The Secretary of State for Health, Andrew Lansley, officially launched the first of

the NHS 111 pilots on 23rd August, in County Durham and Darlington. The

service was subsequently launched in Nottingham City, Lincolnshire and in Luton

in 2010, and in the Isle of Wight and parts of Derbyshire in 2011.

In August 2011 the Department of Health and the new NHS Commissioning

Board wrote to all Strategic Health Authority Chief Executives asking them to

submit their firm plans to complete the roll-out of the NHS 111 service by April

2013. Reponses were received by the Department from each of the SHAs in

September 2011 and on 1st October the Prime Minister, David Cameron and the

Secretary of State for Health, Andrew Lansley announced that the NHS 111

service would be operating across England by April 2013.

How the NHS 111 service works The NHS 111 service is available via the easy to remember, three-digit number –

111. Calls from landlines and mobile phones are free and the service is available

24 hours a day, 365 days a year to respond to people‟s healthcare needs, when:

they need medical help fast, but it‟s not a 999 emergency;

they don‟t know who to call for medical help or do not have a GP to call;

they think they need to go to A&E or another NHS urgent care service; or

they require health information or reassurance about what to do next.

Callers to 111 are put through to a team of highly trained call advisers, who are

supported by experienced nurses. They use a clinical assessment system and

ask questions to assess callers‟ needs and determine the most appropriate

course of action, including:

callers facing an emergency will have an ambulance despatched

without delay;

callers who can care for themselves will have information, advice

and reassurance provided;

callers requiring further care or advice will be referred to a service that

has the appropriate skills and resources to meet their needs; or

callers requiring services outside the scope of NHS 111 will be provided

with details of an alternative service.

Service specification for NHS 111 The NHS 111 service operates according to the following core principles:

Completion of a clinical assessment on the first call without the need for

a call back.

Calls should be handled and, where appropriate, clinically assessed by the

person who initially answers the call. If a nurse or clinical supervisor is required to

complete the clinical assessment, the call should be transferred to the nurse,

without the need for a call back. Only in exceptional circumstances where a nurse

is not available, the caller should be called back by a nurse within 10 minutes.

Ability to refer callers to other providers without the caller being re-triaged.

Callers to NHS 111 should be clinically assessed once and, where appropriate,

referred to the provider that is best placed to meet their needs. Referral protocols

should be in place with providers setting out the arrangements for passing data

and transferring responsibility for the care of the patient. The aim is to maximise

understanding within the receiving service and minimise the need for the caller to

repeat details.

Ability to transfer clinical assessment data to other providers and book

appointments where appropriate.

Callers requiring another primary care service, including the GP OOH service,

should have an appointment booked by the NHS 111 service where possible, and

their clinical assessment details sent to that service.

Callers requiring in-hours GP services will be advised to contact their GP directly

and advised that, if their GP is unavailable within the suggested timeframes, they

should call NHS 111 again to find an alternative service to meet their needs.

Ability to dispatch an ambulance without delay.

Where the clinical assessment of a 111 caller indicates that the dispatch of an

ambulance is appropriate, the NHS 111 adviser should be able to dispatch an

ambulance without any delay or re-triage of the call. Where clinically appropriate,

the adviser should stay on the line to provide advice and support prior to the

vehicle arriving.

These are the fundamental requirements that underpin the NHS 111 service.

Benefits The introduction of the new NHS 111 service is expected to provide key benefits

to the public and the NHS:

Improve the public’s access to urgent healthcare.

The introduction of a free to call, easy to remember three-digit number, that is

available 24 hours a day, 365 days a year will make it simpler for the public to

access NHS urgent healthcare services. The NHS 111 service will also improve

access by directing people to the local service that is best able to meet their

needs, taking into account their location, the time of day of their call and the

capacity of services.

This will improve people‟s experience of accessing services and help to increase

their satisfaction and confidence in the NHS. The introduction of an easy to

remember three-digit number will also help to reduce the number of 999 calls for

non-emergency issues.

Help people use the right service first time including self care.

The NHS 111 service will provide a clinical assessment at the first point of contact

and will direct people to the service that is best able to meet their needs. Where

primary care services are the best place for a caller to be treated they will be

directed there. People calling about medical issues or with long term conditions

that can be effectively treated through self care will be given the advice and help

they need.

This will help to reduce the number of unnecessary ambulance journeys, and

reduce avoidable A&E attendances and unscheduled admissions to hospital

via A&E.

Provide commissioners with management information regarding the usage

of services:

The NHS 111 service will be able to gather comprehensive information on

people‟s needs and the services they are directed to, identifying which are

currently over or under used. This give commissioners a thorough understanding

of the shape of demand for each service and will enable them to more effectively

commission services that are tuned to meet people‟s needs. This will help to

avoid any duplication of services and will improve the overall efficiency of the

NHS.

FAQs Is 111 the number for all NHS healthcare services?

111 is not intended to be the only number for access to NHS healthcare services.

The NHS 111 service is for when people need help fast, but it is not a life-

threatening 999 emergency; or they think they need to go to A&E or another NHS

urgent care service; or they don‟t know who to call for medical help; or they do not

have a GP to call; or they require health information or reassurance about what to

do next.

In future if people need to contact the NHS for urgent care there will only be three

numbers; 999 for life-threatening emergencies; their GP surgery; or 111.

What happens if a caller does not know whether it’s an emergency?

If someone calls NHS 111, and the clinical assessment identifies that they are

facing a life-threatening emergency, the NHS 111 service will dispatch an

ambulance directly. The NHS 111 call adviser will provide first aid advice to the

caller until the paramedics arrive, without the need for transferring the call, or for

the caller to repeat information. It does not matter if a caller is unsure of whether

something is urgent or an emergency; the NHS 111 service will direct them to the

right service, first time, even if the right service is an ambulance response.

Will the NHS 111 service book appointments with GPs?

The NHS 111 service is required to have the ability to book appointments for

patients where appropriate. If a caller is assessed as needing to be seen by an

out of hours GP the NHS 111 call adviser should, where possible, be able to book

them an appointment. If a caller requires in-hours GP services they will be

advised to contact their GP directly, and if their GP is unavailable within the

suggested timeframe, they should call NHS 111 again to find an alternative

service to meet their needs.

Will NHS 111 replace NHS Direct?

The NHS 111 service, being introduced as part of the overall improvements to the

urgent care system, will provide an easier to use, integrated 24/7 service that will

enable the public to access the right service, first time. When NHS 111 is rolled

out nationally, it will replace the NHS Direct 0845 4647 telephone number. Until

then, NHS Direct will continue to provide its current service. While the telephone

number will no longer exist in the long term, we expect an ongoing role for NHS

Direct, alongside other providers, in delivering the NHS 111 service.

What impact is the introduction of the NHS 111 service having on other NHS

services in the pilot areas?

It is too early to gain a full understanding or draw conclusions as to the impact

that the NHS 111 service is having on other NHS services within the live areas.

We know that it takes time, when a new service is introduced, for it to „bed in‟ and

perform at its most effective.

The independent evaluation work being carried out by the University of Sheffield

and the data collected for the monthly minimum dataset indicates that in County

Durham and Darlington, where the NHS 111 service has been operating since

August 2010, that there has been a drop in A&E attendances and emergency

ambulance despatches.

We are publishing all the independent evaluation reports from the University of

Sheffield and the monthly minimum dataset reports (which includes management

data on service operation and system impact) from each of the pilots.

How is the NHS 111 service being evaluated?

We have commissioned the University of Sheffield to conduct an independent

evaluation of the NHS 111 service in the initial four pilot areas over 12 months of

live operation. This is being carried out in stages to enable us to quickly gain an

understanding of the quality and costs of the new service and the realisation of

benefits. The final report will be published in spring 2012.

All NHS 111 areas are required to complete a monthly minimum dataset, that

includes management data on service operation and system impact.

The University of Sheffield‟s interim evaluation reports are available at:

http://www.shef.ac.uk/scharr/sections/hsr/mcru/111

Who will provide the NHS 111 service?

The NHS 111 service will be delivered by a range of different providers. We are

working closely with NHS Direct, ambulance trusts and out-of-hours providers,

who are all playing a role in delivering the NHS 111 service in the existing live

areas.

© Crown October 2011

http://www.shef.ac.uk/scharr/sections/hsr/mcru/111


Enclosure E




Title of Paper: Chief Executive’s Report

Presented by: Will Hancock, Chief Executive


Information

Main Aim: To update the Council of Governors on a range of issues and developments affecting the Trust, including in relation to current clinical and operational performance (this can be supplemented by the most recent Integrated Performance Report sent to the governors on 19 June)


The report presents a short update on a range of issues including current clinical and operational performance, the tragic New Forest Incident, Mid Staffordshire, Executive Team changes, the Monitor license, and Care Quality Commission. Governors are encouraged to direct questions on any issues raised by the report to the Non Executive Directors present.


Note

Previous Forum: A Chief Executive’s Report is presented at every Council of Governors meeting as a standing agenda item


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ENCLOSURE E - CHIEF EXECUTIVE’S REPORT – 4 JULY 2013 The purpose of this report is to keep the governors up-to-date on key issues affecting the Trust. Governors are also encouraged to read the papers and minutes for each Board of Directors meeting in public, which are circulated on a prompt basis. Operational and clinical performance

Our good performance on the operational performance response time standards and finance targets in Q4 of 2012/13 ensured that we ended the financial year with a Monitor governance rating of “green” and a financial risk rating of 4, in line with our plan at the start of the year. At the time of writing, we are approaching the end of Q1 of 2013/14, and our latest performance (end of May) is detailed in the Integrated Performance Report that was circulated to you on 19 May, and can also be found at the link below: http://www.southcentralambulance.nhs.uk/our-services/performanceinformation/monthlyperformanceinformation.ashx It is pleasing to report that, on a year-to-date basis, we are successfully achieving all of the main national response time standard targets (red 1, red 2, red 8 and red 19) both at overall SCAS level and at the two cluster levels (Thames Valley, and Hampshire and Milton Keynes) set out in our commissioner contracts. We have achieved this by funding both operational and clinical performance at the levels required to mitigate the continuing levels of high activity and hospital handover delays. This has had an impact on our financial position for the first two months of the financial year, meaning that our current surplus of £111k is slightly behind plan. You will note in the Integrated Performance Report that our clinical performance is particularly good, relative to other Ambulance Trusts, on stroke care and cardiac arrest, but that we need to make some improvements in relation to STEMI care and treating FAST patients. Urgent and emergency care services review

As mentioned above, activity levels and handover delays continue to be of concern. There is pressure on the urgent and emergency care healthcare system nationally, and NHS England, through the National Medical Director, Professor Sir Bruce Keogh, are leading a review to help develop a national framework for commissioning consistent, high quality urgent and emergency care services across the country within the resources available. A Review Steering Group has been established with representation from professional bodies, patient and public organisations, providers, and

http://www.southcentralambulance.nhs.uk/our-services/performanceinformation/monthlyperformanceinformation.ashx

http://www.southcentralambulance.nhs.uk/our-services/performanceinformation/monthlyperformanceinformation.ashx

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commissioning organisations. The review will take place between 17 June and 11 August and will consider the views of patients, doctors, nurses and other NHS staff. Vulnerable Elderly People plan

Continuing with the theme of pressures on the urgent and emergency care healthcare system, the Secretary of State for Health has announced that a new strategy will be in place by April 2014 focusing on elderly and vulnerable patients. The aim is to improve co-ordination between health and social care services, and give GPs additional responsibility for patients’ well-being after they leave hospital. Tragic New Forest Incident, April 2013

As I am sure you are all aware, a fatal road collision incident occurred in the New Forest on 26 April, which resulted in the tragic death of our Ambulance Technician, Gillian Randall, and patient Mr Francis Ironside. I appreciate greatly the messages of both support and condolences that we have received from our governors and I know that, as with the Board of Directors, your thoughts continue to be with the families of all those affected by this very sad event. We are working very closely with the police as they continue their investigation of the incident, and are also conducting our own internal investigation, led by an external independent investigating officer, to identify whether there is any relevant learning for us to take forward and apply in the future. Other items of interest, not on today’s meeting agenda

The Final Report of the Mid Staffordshire NHS Foundation Trust Public Inquiry – Chaired by Robert Francis QC Following our session on the Francis Report at the last CoG meeting, the Board considered the Trust’s action plan to address the relevant recommendations at its meeting in public on 29 May. One of the key themes to emerge from our discussions was around how the Board can best triangulate the intelligence it gains from reviewing quality and safety performance information, carrying out station and EOC visits and ride-outs, and talking to and engaging with staff and patients. Executive Team changes and appointment processes We were delighted that Deirdre Thompson joined us on 3 June as our new Director of Quality and Patient Care. She is looking forward to meeting the governors and we are planning to hold a workshop on quality and patient safety in the Autumn. We have also been successful in our efforts to recruit a substantive Chief Operating Officer, and Sue Byrne will be joining SCAS on 8 July. Sue is a logistics professional with nearly twenty-five years of industry experience, and has previously worked for Whitbread, Coca-Cola, Asda, Premier Foods, and Yodel. John Nichols, who has been acting as Interim Chief Operating Officer since last Summer, will continue to serve as our Director of 111.

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Duncan burke will be leaving SCAS after 3.5 years with the Trust. Duncan has established a very professional communications team and as a Trust stakeholder management is now embedded throughout the Trust. Arrangements for the handover of his responsibilities are being finalised and will be shared in due course. Annual Forward Plan 2013/14 Following on from the governor’s workshop held in January, our Annual Forward Plan for 2013/14 was finalised and approved by the Board at its May meeting ahead of submission to Monitor. The plan articulates our priorities for the year across the full range of SCAS activities, including clinical, operational, financial and commercial. The final version of the plan can be seen through the following link, and we look forward to engaging with the governors over the 2014/15 plan in due course. http://www.southcentralambulance.nhs.uk/_assets/publications/annual%20plan/scas-strategic-plan-13-14.pdf Monitor license Monitor introduced a new licensing regime on 1 April, and we have received our new provider licence. This replaces the terms of authorisation, and sets out the twenty-eight conditions that we must comply with in delivering our day-to-day business. The conditions are categorised as follows: general; pricing; choice and competition; integrated care; continuity of services; and NHS Foundation Trust. A copy of our license can be seen at: http://www.monitor-nhsft.gov.uk/about-your-local-nhs-foundation-trust/nhs-foundation-trust-directory-and-register-licence-holders/so-2 We have undertaken an initial assessment of our position and believe that there are currently no areas of non-compliance. A quarterly process is in place to monitor our compliance, and we will report both to the Board and Monitor if we identify any areas of risk. Care Quality Commission Following our unannounced inspection in November 2012 a full programme of station visits has been completed and the action plan for station cleanliness submitted to the CQC inspector. We expect to hear shortly as to whether they regard us as now being fully compliant. Trust Constitution Following approval by the Council of Governors at their last meeting, the Board of Directors also subsequently approved the recommended changes to our Constitution (these include in relation to the Health and Social Care Act 2012). A finalised, updated version of the Trust Constitution can be obtained from either the governor’s portal or via the Company Secretariat. Will Hancock, Chief Executive Steve Garside, Company Secretary 24 June 2013

http://www.southcentralambulance.nhs.uk/_assets/publications/annual%20plan/scas-strategic-plan-13-14.pdf

http://www.southcentralambulance.nhs.uk/_assets/publications/annual%20plan/scas-strategic-plan-13-14.pdf

http://www.monitor-nhsft.gov.uk/about-your-local-nhs-foundation-trust/nhs-foundation-trust-directory-and-register-licence-holders/so-2

http://www.monitor-nhsft.gov.uk/about-your-local-nhs-foundation-trust/nhs-foundation-trust-directory-and-register-licence-holders/so-2


Enclosure F




Title of Paper: Report from the “Review of the Effectiveness of the Council of Governors” Task and Finish Group



Debate and decision (i.e. agreement of action plan, charter of governor expectations).

Main Aim: • to present a report from the Task and Finish Group that was established to review the effectiveness of the CoG.

• to agree to the implementation of the action plan that has been developed to address the conclusions reached by the Group

• to consider the suggestions made by the Group in terms of the indicative activities that governors will undertake each year in order to discharge their statutory duties appropriately

Summary of key points

for consideration: Governor feedback confirms that, in terms of the overall functioning of the CoG, the direction of travel is positive and the group is working in an increasingly cohesive manner. A range of issues were raised by governors as part of the review and the Task and Finish Group has identified a range of actions that, if delivered, will further improve the functioning of the CoG and the delivery of statutory duties. One of the main recommendations relates to setting out some expectations in terms of the activities that governors will undertake each year in order to discharge their statutory duties appropriately


The Council of Governors to consider the report from the Task and Finish Group, including the action plan that has been developed (Appendix A) and the suggestions that are made around governor activities (Appendix B).

Previous Forum: The CoG was informed about the formation of the Task and Finish Group at the April 2013 meeting.


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Review of the Effectiveness of the Council of Governors -

Report to the Council of Governors from the Task and Finish Group

1. BACKGROUND 1.1 A Task and Finish Group (TFG) was established to consider issues relating to the

effectiveness of the SCAS FT Council of Governors (CoG). The terms of reference for the review are shown at Appendix C.

1.2 The final membership of the TFG was as follows:

• Alastair Mitchell-Baker, Vice-Chair and SID (Chair of the TFG) • Melanie Hampton, Lead Governor and Public Governor (Berkshire) • Gary Clark, Public Governor (Berkshire) • Barry Lipscomb, Appointed Partner Governor (Air Ambulance Charity) • Bob Duggan, Public Governor (Buckinghamshire) • David Ridley, Public Governor (Buckinghamshire) • Tim Windsor-Shaw, Public Governor (Oxfordshire) • Christina Fowler, Staff Governor • Eddie Cottrell, Staff Governor

1.3 The TFG held one meeting on 3 June 2013, and five of the above members were present, with the remaining members feeding in their views ahead of the meeting, and then commenting on this report document.

1.4 Feedback on the issues raised in the terms of reference was sought from all twenty

of the governors in place at that time, and the TFG at the meeting were able to consider the views of twelve governors who responded (60%).

1.5 The areas considered by the TFG were:

• the overall functioning of the CoG • processes and information to communicate with governors and support decision-

making • representing the interests of members and the public (one of the two main

general duties of governors) • holding the NEDs individually and collectively to account for the performance of

the Board (the second of the two main general duties of governors).

1.6 The sections below report on the feedback that was received from governors, the issues that were then considered by the TFG at their meeting, and the recommendations that the TFG now wish to make to the full CoG.

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2. OVERALL FUNCTIONING OF THE COUNCIL OF GOVERNORS

2.1 Feedback from the governors is that the overall direction of travel in terms of the

functioning of the CoG is positive and improving over time, as the Trust Directors and governors establish more effective working relationships. This has been helped by the format of recent meetings which allows the governors greater access to the Non Executive Directors, the opportunities that are given for them to be involved, and the flow of information to keep them abreast of Trust issues and developments.

2.2 Whilst the common view was that the CoG is becoming more cohesive, further work

is required in the second year, and the TFG considered a range of issues that had been raised by governors:

• the overall contribution made by individual governors was felt to be particularly

variable, taking into account issues such as attendance and contribution at formal meetings, membership of and attendance at sub-committee meetings, and engagement with members and the public. This was acknowledged in the context of the new extended powers given to governors as part of the Health and Social Care Act 2012. Therefore, whilst the governor code of conduct states that “governors should demonstrate active commitment and participation by attending meetings and providing input to meetings”, the TFG supported the suggestion made by a number of governors that the indicative activities that governors should undertake each year in order to fulfil their statutory roles and duties should be set out in a charter of expectations type document

• a more structured approach to governor training was required, based on an

assessment of individual needs and delivered as cost-effectively as possible. The TFG noted the range of training that had already been made available, ranging from in-house events to events run by the FTN and FTGA. It was agreed that the priorities for training would be with those governors most active in terms of giving up time to attend meetings, serve on committees, and engage with constituents

• further measures could be taken to ensure the smooth running of CoG meetings,

with particular emphasis on: agenda management (prioritising the items of greatest importance), governors reading meeting papers in advance, and the role of the Chair (reminding governors of the protocols to follow in terms of raising questions and general conduct)

• whilst it was felt that the Trust was generally responsive to issues raised by

governors outside of meetings, it was felt that there should be a more explicit process to cover how issues (including those from constituents) should be raised and how they will be responded to, including in respect of timescales

• a number of governors had suggested that the governor code of conduct, which

was approved when the CoG was first formed, should be refreshed and circulated to governors, particularly to reinforce key requirements such as personal conduct, governor responsibilities and conflict of interests

• a number of governors commented that they found the work of the two CoG sub-

committees (Nominations and Membership and Engagement) to be excessively revisited and challenged when being presented to the CoG, and that there was a need to clarify and reinforce the roles of both committees and the expectations

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surrounding their work (i.e. the CoG should generally seek to place reliance on the work of the two sub-committees).

2.3 The TFG make the following recommendations to the CoG in relation to the overall

functioning of the CoG:

Recommendation 1 The Company Secretary to produce a governor charter of expectations setting out the indicative activities that governors should undertake each year in order to deliver their statutory roles and duties.

Recommendation 2 The Company Secretary to develop a training and development strategy for governors, taking into account the governors statutory duties, individual needs, and cost.

Recommendation 3 Arrangements surrounding the format of formal CoG meetings to be reviewed to ensure that the most important agenda items are suitably prioritised and that protocols regarding general conduct are reinforced.

Recommendation 4 The Trust to develop a short protocol outlining the process for governors to raise issues, including on behalf of constituents, with details of expected timescales for response.

Recommendation 5 The governor code of conduct to be refreshed (including to take account of the new statutory duties) and re-presented at a future CoG meeting.

Recommendation 6 The roles of, and the reporting arrangements for, the Nominations Committee and Membership and Engagement Committee to be reinforced at a future CoG meeting.

3. PROCESSES AND INFORMATION

3.1 Feedback from the governors was that the processes that support the functioning of

the CoG and the delivery of their statutory duties are effective, and that the quality of papers and presentations for meetings is good. The communication to governors, led by the Company Secretariat, was also considered to be good.

3.2 The TFG considered a suggestion from one governor that statistical process control

(SPC) charts be introduced to help present performance information to the governors. It was decided that, although the role of the governors is not to drive improved performance but to be assured that improved performance is being driven by the NEDs, governors should consider the information they receive in order to judge how effectively the NEDs are holding the executive to account for the performance of the Trust, and highlight where they consider there to be gaps (this would include Board papers and the monthly Integrated Performance Report).

3.3 The TFG also acknowledged that an extensive range of helpful information was

included on the governor’s portal, and that it would be helpful to highlight the importance of the governors accessing this periodically.

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3.4 The TFG make the following recommendation to the CoG in relation to processes and information:

Recommendation 7 Governors should make greater use of the governor’s portal, which includes a comprehensive range of information relating to the Trust and the role of the governor (this also includes contact email and telephone details for all governors who have given consent).

4. REPRESENTING THE INTERESTS OF MEMBERS AND THE PUBLIC

4.1 Feedback from the governors was that they welcomed this being part of the review

as further work was needed to ensure that governors can engage effectively with members and the public, and acquire their views on the Trust. It was also acknowledged that engagement is challenging and that the concerns amongst governors were no reflection on the work of the Membership and Engagement team.

4.2 The TFG considered a range of issues in relation to this aspect of the review:

• it was noted that during the period 1 January 2012 to 31 March 2013 three or four governors were particularly active in attending membership events (between five and seven each), whilst the majority of the remaining governors had attended one or two events (typically including the Annual Members Meeting). Most of these events would have been specifically focused on member recruitment as opposed to engagement

• whilst it was agreed that governors should generally be trying to participate in a

greater number of membership and public engagement events, quality of engagement was seen as being of greater importance and that the Trust should look at more innovative (and cost-effective) ways of trying to engage with larger groups of people

4.3 The TFG make the following recommendations to the CoG in relation to representing

the interests of members and the public:

Recommendation 8 Governors should be more active in terms of participating in membership engagement events, in line with the suggestions laid out in the governor’s charter of expectations.

Recommendation 9 The Trust to consider more innovative ways of engaging with members and the public (to include: links with patient and community groups, and local Healthwatch; joint events with commissioners and acute hospitals; and constituency meetings

5. HOLDING THE NEDS TO ACCOUNT FOR THE PERFORMANCE OF THE BOARD

5.1 Feedback from the governors was that there was generally good evidence of the

NEDs holding the executives to account for the performance of the Trust, and that, equally, the governors were being given appropriate opportunity to challenge and hold the NEDs to account. It was noted that the direction of travel in this area was positive with recent CoG meetings being designed to allow governors more time to ask questions of the NEDs.

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5.2 The TFG considered a range of issues in relation to this aspect of the review:

• they noted that only a small number of governors had taken advantage of the opportunity to engage in an informal ‘buddying’ arrangement with a Trust NED and that, given the potential benefits of this (e.g. greater understanding of the work of the NED), the offer should be reiterated

• less formal sessions could be held to bring the NEDs and governors together on

a periodic, informal basis to network and help foster more effective relationships • workshops and/or focus groups could be used to help NEDs and governors to

discuss strategic issues where it would be beneficial to obtain a governors perspective (for example, in relation to the future strategy for Trust volunteers and community first responders)

• governor attendance at Board meetings in public had been fairly limited to this

point; although the TFG recognised that all governors should attend one or two meetings each year, the Trust would need to consider whether its arrangements are conducive to governors attending (for instance, some Board meetings in public could be held in the evening, or prior to a CoG meeting)

• where governors do attend Board meetings in public, it would be helpful for them

to be able to feedback their observations in a structured way, and to share their observations with other governors

5.3 The TFG make the following recommendations to the CoG in relation to holding the

NEDs to account for the performance of the Board:

Recommendation 10 Governors to contact the Company Secretariat if they wish to participate in an informal NED:Governor buddying arrangement.

Recommendation 11 Consideration to be given to arranging some less formal sessions where the governors can meet with NEDs to network and discuss key issues affecting the Trust, including future strategy.

Recommendation 12 The Trust to review its arrangements for Board meetings in public with a view to facilitating greater governor attendance.

Recommendation 13 The Company Secretariat to develop a template for governor feedback on observations made at Board meetings in public; feedback to be shared periodically at formal CoG meetings.

6. CONCLUSIONS AND NEXT STEPS

6.1 The overall view is that the functioning of the CoG is improving, and this is

demonstrated by the governors delivering all of the statutory duties in the first year. However, a range of improvements can be made to further strengthen the effectiveness of the group, as highlighted by the thirteen recommendations made in this report.

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6.2 The CoG is asked to consider the report, and note the draft action plan at Appendix A which has been developed in anticipation of the recommendations being accepted.

6.3 The CoG is specifically asked to consider the draft governor charter of expectations

which is proposed by the TFG. This is shown at Appendix B, and relates directly to recommendation 1.

Steve Garside Company Secretary 20 June 2013

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APPENDIX A – CoG REVIEW OF EFFECTIVENESS JUNE 2013 - ACTION PLAN Recommendation

Lead Accepted Actions Timescale

R1 The Company Secretary to produce a governor charter of expectations setting out the types of activities that it is suggested governors undertake each year in order to deliver their roles.

Company Secretary Y Draft to be presented to the CoG on 4 July 2013 for comment (see Appendix B).

Draft July 2013; final version August 2013

R2 The Company Secretary to develop a training and development strategy for governors, taking into account the governors statutory duties, individual needs, and cost.

Company Secretary Y Details of governor training and development strategy to be presented at the October CoG meeting.

October 2013

R3 Arrangements surrounding the format of formal CoG meetings to be reviewed to ensure that the most important agenda items are suitably prioritised and that protocols regarding general conduct are reinforced.

Chairman/Company Secretary

Y To be implemented from 4 July 2013 meeting onwards.

July 2013

R4 The Trust to develop a short protocol outlining the process for governors to raise issues, including details of expected timescales for response.

Company Secretary Y Protocol to be developed and shared.

August 2013

R5 The governor code of conduct to be refreshed (including to take account of the new statutory duties) and re-presented at a future CoG meeting.

Company Secretary Y Code of Conduct to be reviewed and updated. To be presented at the October CoG meeting.

October 2013

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Recommendation


R6 The roles of and the reporting arrangements for, the Nominations Committee and Membership and Engagement Committee to be reinforced at a future CoG meeting.

Company Secretary Y The reports to the CoG on 4 July will include the terms of reference for both committees as well as their respective Annual Reports.

July 2013

R7 The TFG recommend that governors make greater use of the governor’s portal, which includes a comprehensive range of information relating to the Trust and the role of the governor (this also includes contact email and telephone details for all governors who have given consent).

Governors

R8 Governors should be more active in terms of participating in membership engagement events, in line with the suggestions laid out in the governor’s charter of expectations.

Governors

R9 The Trust to consider more innovative ways of engaging with members and the public (to include: links with patient and community groups, and local Healthwatch; joint events with commissioners and acute hospitals; and constituency meetings

Director of Communications and Public Engagement

Y Covered by the Foundation Trust Membership Plan for 2013/14 which will be issued following the 4 July CoG meeting.

August 2013

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Recommendation


R10 Governors to contact the Company Secretariat if they wish to participate in an informal NED:Governor buddying arrangement.

Governors

R11 Consideration to be given to arranging some less formal sessions where the governors can meet with NEDs to network and discuss key issues affecting the Trust, including future strategy.


Y Chairman and Company Secretary to review and update the CoG at the October 2013 meeting.

October 2013

R12 The Trust to review its arrangements for Board meetings in public with a view to facilitating greater governor attendance.


Y Chairman and Company Secretary to review and update the CoG at the October 2013 meeting.

October 2013

R13 The Company Secretariat to develop a template for governor feedback on observations made at Board meetings in public; feedback to be shared periodically at formal CoG meetings.

Company Secretary Y A template to enable the governors to give structured feedback on their observations at Trust Board meetings in public will be produced and circulated ahead of the September 2013 meeting.

September 2013

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APPENDIX B – DRAFT GOVERNORS CHARTER OF EXPECTATIONS Background It is acknowledged that with the implementation of the Health and Social Care Act 2012 governors have an extended range of statutory duties to deliver. The two high-level general duties themselves: holding the NEDs individually and collectively to account for the performance of the Board of Directors and representing the interests of the members of the Trust as a whole and the interests of the public: carry with them considerable responsibility. Delivering the range of statutory duties effectively, and ensuring that the accountability to the public and other constituents is honoured, will clearly require a certain level of commitment, both in terms of preparing for, and attending, meetings and also investing time to understand the work of the Trust and keep abreast of current issues and developments. The Task and Finish Group therefore consider it helpful to set out the suggested indicative activities that governors are likely to need to undertake each year as a minimum in order to satisfactorily discharge their statutory duties. Holding the NEDs individually and collectively to account for the performance of the Board of Directors Essential: • attend at least 4 of the 5 formal CoG meetings held each year (unless there are exceptional

circumstances), or 80% of the meetings held, having prepared and read the papers in advance

• attend at least 1 of the 6 Board meetings in public held each year, and ideally 2 (unless there

are exceptional circumstances), in order to observe first-hand the NEDs holding the executives to account for the performance of the Trust

• Nominations Committee members only – attend at least 75% of committee meetings held

each year • undertake sufficient activity to ensure an appropriate understanding of the NHS and SCAS,

and the governor role, and to keep abreast of new developments Highly Desirable: • attend at least 1 of every 2 governor workshops that are held each year for the purposes of

ensuring that governors are equipped with the skills and knowledge they need to discharge their duties appropriately (e.g. finance, quality and safety workshops)

Representing the interests of the members of the Trust as a whole and the interests of the public Essential:

• attend at least 2 membership engagement / constituency events each year (1 each for staff

and appointed partner governors)

• Staff governors only - hold at least 1 event each year to feedback to constituents on the work of the CoG

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• Appointed partner governors only - ensure appropriate feedback to constituents on the work

of the CoG • attend the strategy workshop that is held each year so that governors can bring forward the

views of their constituents and help develop the Trust’s Annual Forward plan

• Membership & Engagement Committee members only – at least 75% of committee meetings held each year

• in addition to the above essential requirements, each governor should be able to

demonstrate and evidence to the Council of Governors that they have engaged with Trust members and members of the public, and can genuinely represent the wider views of the public rather than purely their own or those of a small circle.

Highly Desirable: • attend the Annual General / Members Meeting

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APPENDIX C – TERMS OF REFERENCE

BACKGROUND

The Council of Governors (CoG) play an essential role in the governance of SCAS, providing a forum through which the Board of Directors (BoD) is accountable to the local community. The CoG has two general duties:

• to hold the Non Executive Directors (NEDs) individually and collectively to account for the performance of the BoD

• to represent the interests of the members of the Trust as a whole and the interests of the public.

It also has a number of specific duties, including those that have emerged from the Health and Social Care Act 2012, and these are highlighted below.

The CoG delivered the relevant statutory duties during its first year, as acknowledged in the CoG Review 2012/13 presented in April 2013. As we progress through the second year of the CoG, and given the range of new duties that the CoG have, it is appropriate to carry out an evaluation of the overall effectiveness of the CoG. This should be a collective exercise, involving a cross representation of governors, with the aim of identifying any development areas that are required to strengthen the functioning of the CoG. PURPOSE AND SCOPE

A Task and Finish Group has been established to oversee this review, and the overall purpose is to consider whether the CoG is delivering its duties with optimal efficiency, effectiveness and economy. It is suggested that the review considers the following issues: 1. The overall functioning of the CoG

• e.g. how able are the governors to deliver their statutory duties, including those under the new Health and Social Care Act?

• e.g. how well does the CoG works together as a unit, and how effective are key relationships?

• e.g. do all governors make an appropriate contribution? Are meetings designed so that governors can express their views?

• e.g. how effective are the CoGs committees? Do they operate well within their terms of reference and how are they connected with the CoG?

• e.g. how effective are the arrangements for training and development? What training and development arrangements need to be in place to ensure the CoG is equipped to meet future challenges?

• e.g. are appropriate arrangements in place covering governor eligibility, disqualification and conflicts of interest, including a robust code of conduct?

2. Processes and information

• e.g. how good is the general information provided on the Trust and its performance? • e.g. how good is the quality of papers and presentations to the CoG? • e.g. how effective is the company secretariat in supporting governors? • e.g. how well are the governors kept up-to-date on key issues and developments?

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3. Representing the interests of members and the public

• e.g. in what ways do governors apprise themselves of the views of members and the public?

• e.g. are there examples of governors using this information to question Directors on the Trust’s performance?

• e.g. are there examples of governors using this information in respect of the development of strategy?

• e.g. in what ways do governors feedback information about the Trust to members and the public?

4. Holding the Non Executive Directors (NEDs) individually and collectively to account for the

performance of the Board • e.g. do governors have sufficient and appropriate information to understand the

performance of the Board? • e.g. do governors attend Board meetings in order to see at first hand the NEDs

holding the executives to account? • e.g. are there sufficient opportunities for the governors to ask questions of the NEDs

and understand their approach on key issues facing the Trust? MEMBERSHIP

The membership of the Task and Finish Group is: • Alastair Mitchell-Baker, Vice-Chair and Senior Independent Director (Chair) • Melanie Hampton, Lead Governor • Barry Lipscomb, Appointed Partner Governor (Air Ambulance Charity) • Keith House, Appointed Partner Governor (Local Authority) • Bob Duggan, Public Governor (Buckinghamshire) • David Ridley, Public Governor (Buckinghamshire) • Tim Windsor-Shaw, Public Governor (Oxfordshire) • Christina Fowler, Staff Governor • Eddie Cottrell, Staff Governor

METHODOLOGY

The Task and Finish Group will hold an initial meeting on 3 June 2013. The Group will consider the issues covered in the purpose and scope of this terms of reference, and determine what further actions are required to reach conclusions and identify any recommendations.

REPORTING

The outcomes of the review, including any recommendations, will be presented to the Council of Governors at the next appropriate meeting.

Steve Garside, Company Secretary, 21 May 2013

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SPECIFIC DUTIES FOR GOVERNORS

Traditional statutory role: • receive the annual accounts, auditor’s report and annual report • appoint and, if appropriate, remove the external auditor • express views to the BoD over the content of the Annual Forward Plan • appoint and, if appropriate, remove the Chair and the other NEDs • decide the remuneration and terms of conditions for the Chair and other NEDs • approve the appointment of the Chief Executive New additional duties as per Health and Social Care Act 2012: • hold the Board to account for the performance of the Trust via the Non Executive Directors • represent the interests of the members and the interests of the public • approve significant transactions as defined in the Trust’s Constitution • approve applications by the Trust to enter into a merger, acquisition, separation or

dissolution • be satisfied that the earning of private patient income is not significantly interfering with the

Trust’s primary purpose or the performance of its functions • approve any increase of more than 5% in private income in any financial year • approve changes to the Trust’s Constitution • at least one governor must attend the next Annual Members Meeting to present a proposal

to amend the Trust’s Constitution, where this is in relation to the powers or duties of the Council (and give members the chance to vote on such amendments)

• require one or more of the Directors to attend a meeting to obtain information about the Trust’s performance of its functions or the Directors’ performance of their duties

Monitor Code of Governance: • represent the interests of the members and partner organisations in the local health

economy • hold the Board to account collectively for the performance of the Trust • feed back information about the Trust to constituencies and stakeholder organisations


Enclosure G




Title of Paper: Report from the Nominations Committee



Receive for information

Main Aim: To present a report from one of the two Council of Governors sub-committees – the Nominations Committee – covering recent deliberations and matters to bring to the attention of the CoG


The Nominations Committee present an update report which covers: • the proposed process for the recruitment of a Non Executive

Director / Audit Committee Chair • Chair and NED appraisals • The Nominations Committee 2012/13 Annual Report • Nominations Committee Terms of Reference


The Council of Governors to note the update on a range of issues from the Nominations Committee

Previous Forum: Updates from the Nominations Committee are presented at all Council of Governors meetings


The Nominations Committee is the only sub-committee that is statutorily required



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COUNCIL OF GOVERNORS 4 JULY 2013 (Enc. G)

REPORT FROM THE NOMINATIONS COMMITTEE

Background 1. The Nominations Committee is a formal sub-committee of the Council of

Governors (CoG), with a current membership, appointed by the CoG, of:

• Trevor Jones, Trust Chairman and Chair of the Committee • Melanie Hampton, Lead Governor • Bob Duggan, Public Governor (Buckinghamshire) appointed 1 May

2013 • Eddie Cottrell, Staff Governor • Keith House, Appointed Partner Governor (Local Authority)

2. The Nominations Committee has a terms of reference that has been

approved by the CoG, and is empowered to deal with a range of issues on behalf of the governors, making recommendations to the CoG as appropriate. As such, the CoG should generally look to place reliance on the work of the Nominations Committee, satisfying itself that any recommendations made are underpinned by sound and robust consideration of the subject matter.

3. This report covers:

• the proposed process for the recruitment of a Non Executive Director / Audit Committee Chair

• Chair and NED appraisals • the Nominations Committee 2012/13 Annual Report • the Nominations Committee Terms of Reference

Recruitment process for a NED / Audit Committee Chair - Appendix A 4. Following discussion at the previous CoG meeting, and the approval of the

high-level process for appointing / reappointing NEDs, the Nominations Committee have agreed a process to cover the recruitment of a NED from 7 June 2014 (the date that the term of office for Eddie Weiss, current NED and Audit Committee Chair, expires).

5. The process is shown at Appendix A, and the CoG are asked to note /

comment on the process that is recommended by the Nominations Committee.

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Chair and NED appraisals 6. The Nominations Committee received an update on the 2012/13 Chair and

NED appraisals at their meeting in May, which are being conducted in accordance with the process agreed by the CoG. All appraisals are expected to have been completed by the time the CoG meets on 4 July 2013 (this will be confirmed by the Trust Chairman).

Nominations Committee 2012/13 Annual Report – Appendix B 7. As a formal sub-committee of the CoG, the Nominations Committee have

produced an Annual Report for 2012/13 which is submitted to the CoG as demonstration that the key duties have been satisfactorily delivered (see Appendix B).

Nominations Committee Terms of Reference – Appendix C 8. The Nominations Committee has carried out an annual review of its terms

of reference, which were approved previously by the CoG, and do not consider that any amendments are required at this point. For the record, the current terms of reference are shown at Appendix C.

Recommendations 9. The CoG are asked to:

• note and comment on the process that is recommended by the Nominations Committee in relation to the appointment of a Non Executive Director

• note that Chair and NED appraisals are progressing in accordance with

the procedures agreed at the CoG meeting in January 2013, with appropriate oversight from the Nominations Committee

• receive and note the Nominations Committee 2012/13 Annual Report

• note that the Nominations Committee has reviewed its terms of

reference and considers that no amendments are required at this stage.


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APPENDIX A RECRUITMENT PROCESS FOR NON EXECUTIVE DIRECTOR / CHAIR OF AUDIT (FROM SHARON WALTERS, DIRECTOR OF HUMAN RESOURCES) 1.0 Purpose of Paper This paper informs the Council of Governors of the process of recruitment for a Non Executive Director and Chair of Audit, as agreed by the Nominations Committee. The Council of Governors are asked to note the contents of the paper. 2.0 Introduction The Nominations Committee reviewed the current term of office Eddie Weiss, Non Executive Director and Chair of Audit, which is due to expire on 7 June 2013. Mr Weiss had indicated that he would be willing to seek re-appointment., However, whilst recognising the excellent service Mr Weiss has and continues to give, the Nominations Committee agreed that having automatically reappointed the Trust’s Vice-Chair and Senior Independent Director, they would extend the current appointment for a one year period only (i.e. to 7 June 2014) after which a competitive recruitment process should take place. This Nominations Committee has agreed a recruitment process to appoint a Non Executive Director and Chair of Audit, to enable the role to be filled by June 2014. 3.0 Recruitment Process 3.1 Qualifications and Skills required The Nominations Committee have reviewed the qualifications, skills and experience required by a Non Executive Director and Chair of Audit. They have agreed that the role descriptions for Non Executive Directors, including the specific duties of Chair of Audit as recently reviewed are appropriate and no further review is required. They are agreed that the successful candidate must have a proven track record, with recent experience demonstrating a wide range of skills and competencies to be effective at Board level, and have a strong financial background, having held or currently holding a senior finance role. 3.2 Handling the Vacancy Prior to it being disbanded, all previous appointments to Non Executive Director vacancies had been handled for the Trust by the Appointments Commission. As no other organisation now fulfils this role, Foundation Trusts are engaging specialist recruitment agencies to assist with this task, as they can bring a professional search and selection service to the Trust. Neighbouring Ambulance FTs have all recently used such agencies to assist them in this task.

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The Nominations Committee are agreed that a specialist recruitment agency assist the Trust with this key appointment and have agreed that the Director of HR receive proposals from at least 3 recruitment organisations with a track record in recruiting Non Executive Directors for FT and recommend a supplier to the Committee 3.3 Selection Process Once appointed, the recruitment specialists will work with the Director of HR to agree an advertising strategy for the Trust. This will include an advertisement to market the role, to be placed in a national newspaper and on relevant websites. An information pack about the Trust and the role of Non Executive Director / Chair of Audit will support this advertising campaign. While the appointment will be made from within the area covered by the Trust, advertising in national media will ensure coverage across the total geography of the Trust footprint and the advertising agency will ensure that the chosen media and websites will target appropriate applicants. The recruitment campaign will be started in the autumn. Following the closing date the recruitment agency will conduct a sift against the essential criteria and competencies and divide candidates into three categories: ‘A’(recommended); ‘B’ (possible for interview); ‘C’ (not recommended for interview) and present this information to the Trust for shortlisting The Nominations Committee has agreed that the shortlisting panel, will consist of the Chair, Vice Chair, CEO and Melanie Hampton as Lead Governor and a representative of the Nomination Committee,. 3.4 Interview Process Following shortlisting, successful candidates will be offered the opportunity to meet or have an informal discussion with the Trust Chair / Lead Governor to gain a better understanding of the Trust and the role expectations. All shortlisted candidates will be invited to a formal interview. The interview panel will consist of the Chair, Vice Chair, CEO, and 2 members of the Nominations Committee. Telephone references will be taken up by the Recruitment Agency and be available to the recruitment panel on the day. A second interview will be held with the preferred candidate(s), to involve other members of the Board, including the Director of Finance. 3.5 Appointment decision At the end of the interview process, those involved will discuss their recommendations with the Chair, Vice Chair and Chief Executive, who will agree if a successful candidate can be put forward to the Council of Governors for approval.

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A paper will be taken to the Council of Governors meeting, outlining the selection process followed, summary of the skills and experience of the recommended candidate, and job description for the NED. The Council of Governors will be kept informed at their formal meetings where possible throughout the recruitment process but will not be updated at shortlist stage nor is there a requirement for approval of shortlist. The Council of Governors will consult the Board of Directors particularity the other Non Executive Directors before the final decision is made. Sharon Walters Director of Human Resources 7 June 2013

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APPENDIX B NOMINATIONS COMMITTEE ANNUAL REPORT 2012/13

BACKGROUND

1. Background 1.1 The Nominations Committee (NC) is one of two formal sub-committees of

the Council of Governors (CoG), and was established in March 2012. It is the only CoG sub-committee that is a statutory requirement.

1.2 Governors have a range of statutory duties in relation to the appointment, removal and remuneration of the Non-Executive Directors. The delivery of these duties is delegated to the NC, who report back and make recommendations for consideration by the full CoG.

1.3 The terms of reference (ToR) for the NC state that the committee shall review its performance at least annually, and the purpose of this paper is therefore to report on the outcomes of the first year of the NC.

MEMBERSHIP AND MEETINGS

2. Membership of the NC 2.1 The ToR for the NC state that it shall have no more than five members,

with the composition including the Trust Chairman, Lead Governor, and one governor from each of the categories of staff, public and appointed. It also adds that the Chair of the Trust will be the Chair of the NC.

2.2 During 2012/13 the NC has had the following membership:

• Trevor Jones, Chairman • Melanie Hampton, Lead Governor (from 6 September 2012) • Bob Duggan, Lead Governor (to 6 September 2012) • Eddie Cottrell, Staff Governor • Jamie Hartridge, Public Governor (to February 2013) • Keith House, Appointed Local Authority Governor

2.3 Subsequent to the year-end, Bob Duggan has been elected to fill the

public governor vacancy created by Jamie Hartridge’s resignation from the CoG.

3. Meetings of the NC 3.1 The ToR state that the committee shall meet as required to fulfil its duties

but will meet at least once a year.

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3.2 Five meetings have been held during 2012/13: in June 2012, October, November, December and March 2013 and all have been quorate.

3.3 All five meetings have been chaired by the Trust Chair, although he has

withdrawn from discussions to which he has a personal interest and was potentially conflicted.

3.4 Appendix 1 reports on the attendance of governors at meetings of the NC.

The average level of attendance throughout 2012/13 has been 83%. 3.5 All five meetings have been attended by the Director of Human Resources

and the Company Secretary, and they have provided support to the NC.

DUTIES AND ACHIEVEMENTS 4. Delivery of duties in 2012/13 4.1 As noted in section 1.2, governors have a range of statutory duties in

relation to the appointment, removal and remuneration of the Non-Executive Directors.

4.2 During 2012/13, and supported by the work of the NC, these duties have

been satisfactorily discharged as described below.

Duty

Comments

Appoint and, if appropriate, remove the Chair

• The initial appointment of the SCAS Chairman was approved by the CoG in March 2012.

• During 2012/13 the NC have developed procedures for the future appointment, reappointment, and removal of the Trust Chair, and these were approved by the CoG in January 2013.

Appoint and, if appropriate, remove the other Non Executive Directors (NEDs)

• The initial appointment of the SCAS NEDs was approved in March 2012.

• During 2012/13 the NC have developed procedures for the future appointment, reappointment, and removal of the Trust’s NEDs, and these were approved by the CoG in January 2013.

Decide remuneration and terms of conditions for Chair and other NEDs

• Remuneration levels were reviewed by the Nominations Committee in 2012/13 as part of an extensive piece of work involving national benchmarking

• New levels were approved at the

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CoG meeting in January 2013 and came into effect on 1 April 2013.

Approve appointment of Chief Executive

• Although the appointment of the Chief Executive is a duty of the Board, the CoG ratified the appointment in March 2012 (there was no role for the NC in this instance)

4.3 During the year, and to support the governors’ statutory duty of

determining the remuneration for the Chair and NEDs, the NC have overseen the development of formal Chair and NED Role Descriptions. These role descriptions set out clear expectations in terms of the duties that the Chair and NEDs must deliver as part of their roles, and were accepted by the full CoG in April 2013.

4.4 Although not a formal statutory duty, the NC have also overseen

development of a process for the future appraisal of the Chair and NEDs, and this was approved by the CoG in January 2013. The NC will in future have an input into the appraisal of the Chair and NEDs, and will canvass the views of the other governors on the performance of, and the contribution made by, the Chair and each NED.

SUPPORT, TRAINING AND DEVELOPMENT

5. Support, training and development 5.1 The Trust has a formal duty to ensure that governors are equipped with

the skills and knowledge they require to undertake their role. During the course of the year, the Trust has supported governors on the NC as follows:

• governors on the NC have participated in buddying arrangements with

governors in other Foundation Trusts, including those on equivalent committees

• governors on the NC have participated in buddying arrangements with

some of the Trust’s NEDs, which gives a further opportunity to understand their roles and the duties that they deliver

• governors on the NC have attended training sessions organised by the

FT Network and FT Governors Association on matters associated with the statutory duties outlined in 4.2 above, including in relation to the process of recruiting new NEDs

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REPORTING

6. Reporting to the Council of Governors 6.1 The NC is directly accountable to the CoG, and the CoG has been kept

fully up-to-date on the work of the NC. This has included in instances where the CoG have considered recommendations from the NC in relation to processes for the appointment, removal, and appraisal of the Non-Executive Directors, as well as in respect of new remuneration levels.

CONCLUSIONS AND PRIORITIES FOR 2013/14

7. Conclusions 7.1 The NC has effectively delivered its terms of reference during 2012/13,

making a range of recommendations to the full CoG which have been duly accepted, and supporting the CoG in the delivery of their statutory duties.

8. Priorities for 2013/14 8.1 2012/13, being the first full year of FT status for SCAS, was a major year

for the NC in terms of developing procedures to cover the appointment, removal, remuneration, and appraisal of the Non-Executive Directors.

8.2 With these procedures in place, the priorities for the NC in 2013/14 are

likely to include:

• overseeing the appointment of a new Non Executive Director (or potential re-appointment), following the decision taken at the April 2013 CoG meeting to run a competitive recruitment process in respect of Eddie Weiss’ NED position

• supporting the Trust Chairman in terms of developing a plan to ensure

that the Trust continues to have a complementary mix of experience and expertise amongst its NEDs, including addressing the position of other NEDs when their current term of office is due to expire.

Steve Garside Company Secretary 10 May 2013

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Appendix 1: Attendance at NC meetings in 2012/13 Member Number of eligible

meetings

Number attended % attendance

Trevor Jones Chairman

5 5 100

Melanie Hampton (1) Lead Governor

4 4 100

Bob Duggan (2) Lead Governor

1 1 100

Eddie Cottrell Staff Governor

5 4 80

Jamie Hartridge (3) Public Governor

4 3 75

Keith House Appointed (LA) Governor

5 2 40

NOTES (1) Melanie Hampton served on the Nominations Committee from September 2012 (2) Bob Duggan served on the Nominations Committee to September 2012 (3) Jamie Hartridge resigned from the Council of Governors in February 2013

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APPENDIX C NOMINATIONS COMMITTEE TERMS OF REFERENCE

1. Constitution 1.1 The Council of Governors hereby resolves to establish a Committee of the

Council of Governors to be known as the Nominations Committee, in accordance with the Trust’s constitution and the Monitor Code of Governance.

1.2 The Nominations Committee is referred to in this document as ‘the

Committee’.

2. Purpose 2.1 The purpose of the Committee is to consider and make recommendations

to the Council of Governors relating to the:

• appointment of the Chair and Non-Executive Directors

• remuneration, allowances and terms of appointments of the Chair and Non-Executive Directors

• re-appointment of the Chair and Non-Executive Directors

2.2 In making recommendations the Committee shall:

• agree the process for the recruitment of the Chair and Non-Executive Directors taking into account the qualifications, skills and expertise required.

• work with the Chair to agree the process for the evaluation of the Non-

Executive Directors, and with the Deputy Chair to agree the process for the evaluation of the Chair.

3. Membership 3.1 The Committee shall have no more than five members, appointed by the

Council of Governors. The composition will include the Trust Chair, Lead Governor, and one governor from each of the following categories: staff, public and appointed.

3.2 The Chair of the Trust will be the Chair of the Committee. In the event that

matters relating to the Chair of the Trust are being discussed, including his/her appointment, reappointment or remuneration, the Deputy Chair of the Trust will deputise.

12

4. Quorum 4.1 The quorum necessary for formal transactions of business by the

Committee shall be three members, including either the Chair (or Deputy Chair) of the Committee.

5. Attendance 5.1 Only members of the Committee have a right to attend. 5.2 The Deputy Chair shall be invited to attend meetings when matters

relating to the Chair of the Trust are being discussed. 5.3 The Chief Executive and/or other officers from the Trust executive may be

invited to attend meetings as determined by the Committee Chair. 5.4 The Company Secretary will provide secretarial duties to the Committee

and shall attend to take minutes of the meeting and provide support to the Chair and Committee members.

5.5 Attendance at Committee meetings will be disclosed in the Council of

Governors section of the Trust’s Annual Report and Accounts. 6. Frequency 6.1 The Committee shall meet as required to fulfill its duties but will meet at

least once a year. 7. Authority 7.1 The Committee has no powers other than those specified in these Terms

of Reference. 7.2 The Committee is authorised by the Council of Governors to:

• investigate any action within its Terms of Reference. • seek any further information it requires from any employee or governor

(and all employees and governors are directed to cooperate with any reasonable request made by the Committee).

• obtain outside legal or other independent professional advice, subject

to cost-effectiveness considerations, and to secure the attendance of outsiders with relevant experience and expertise if it considers it to be necessary. It may challenge the reports and duties of other Committees to ensure due and robust business processes are in place.

• commission research, surveys or other activities, as necessary for it to

obtain required knowledge and information.

13

• develop policies, procedures and guidelines on matters concerning its duties, for approval by the full Council

8. Duties 8.1 Appointment of the Chair and Non-Executive Directors

a) Develop a process for the timely selection and appointment of new

candidates for the office of Chair or Non-Executive Director of the Trust, that has regard to the expected needs of the Board at the time of the appointment and which follows best practice in recruitment processes. In particular the process should include:

i. The requirement to use open advertising and/or the services

of external providers to facilitate and search for candidates, as appropriate

ii. The requirement to consider candidates from a wide range of backgrounds

iii. The requirement to consider candidates on merit against objective criteria ensuring that candidates have sufficient time available to devote to the position

b) Make recommendations to the Council of Governors on the

appointment of the Chair and Non-Executive Directors.

c) Ensure that on appointment, candidates receive a formal letter of

appointment setting out what is required of them in terms of their duties and time commitment

d) As part of the process of the Council of Governors approving the

appointment of the Chief Executive, carry out any review on behalf of the Council of Governors and make recommendations, as required

The Committee will complete this duty having satisfied itself that its recommendations fulfill the Trust’s needs in terms of skills and experience.

8.2 Re-appointment of the Chair and Non-Executive Directors

a) Make recommendations to the Council of Governors as appropriate

concerning the re-appointment of the Chair and any Non-Executive Director at the conclusion of their specified term of office. In making a recommendation, the committee shall give due regard to the individual’s performance in post and their ability to continue to perform adequately in light of the knowledge, skills and experience required at the time the re-appointment is to take effect. The Committee will also consider the balance between the need for continuity and the need to progressively refresh the Board.

14

b) Have regard to the principles of the NHS Foundation Trust Code of Governance and the provisions in the Trust’s Constitution regarding terms of office and the process of appointment.

The Trust will complete this duty taking into account the existing candidate against the current job description.

8.3 Remuneration of the Chair and Non-Executive Directors:

a) Make recommendations to the Council of Governors regarding the

remuneration, allowances and other terms and conditions of the Chair and Non-Executive Directors; making an assessment as to the level of remuneration required to attract and retain individuals of the right calibre and with the skills required.

b) In determining the nature of the recommendation, the Committee will take into account all factors that it deems necessary. These will include the scope of responsibilities of the individuals concerned, the expected time commitment of the post, rates of pay in comparable organisations, the general level of pay increases within the Trust and the wider NHS, and guidance issued by the Independent Regulator or other relevant bodies.

c) Consider the use of external professional advisors on market pay rates

and trends if deemed necessary and cost effective.

8.4 Other Matters

a. Working with the Deputy Chair and the Chair to agree the process and make recommendations concerning the performance of the Chairman and Non-Executive Director

b. Receive reports on the process and make recommendations to the Board

and the Council of Governors for the appraisal of the performance of the Chairman and Non-Executive Directors

c. Work with the Chair and Deputy Chair to develop succession plans for the

Chairman and Non-Executive Directors d. Advise the Board of Directors as to the committee’s views on the structure,

size and composition of the Board of Directors

e. Consider any matter relating to the continuation in office of the Chairman and Non-Executive Director when requested to do so by the Board or the Council of Governors

f. Agree each year a schedule of business of the Committee’s intended

activities

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g. Unless otherwise agreed, recommendations for approval by the Council of Governors will be presented to it at the first available meeting following the meeting of the Committee

9. Reporting 9.1 The Committee shall be directly accountable to the Council of Governors.

The Chair of the Committee shall report formally to the Council of Governors on its proceedings after each meeting on all matters within its duties and responsibilities, and draw to the attention of the Council of Governors any significant issues that require disclosure.

The Committee shall make a statement in the Annual Report about its activities, the main areas that it has reviewed, how it has discharged its responsibilities and the process used to set levels of remuneration and terms of service.

10. Support

10.1 The Committee shall be supported by the Company Secretariat and duties shall include:

• agreement of the meeting agendas with the Chair of the Committee; • providing timely notice of meetings and forwarding details including the

agenda and supporting papers to members and attendees in advance of the meetings:

• enabling a disciplined timeframe for agenda items and papers, such

that at least five working days prior to each meeting, papers (printed and emailed) will be issued to all Committee members and any invited governors, Directors and officers.

10.2 Recording formal minutes of meetings and keeping a record of matters

arising and issues to be carried forward, circulating draft minutes to the Chair for approval within seven working days from the date of the last meeting and to the wider committee within ten working days.

10.3 Advising the Chair and the Committee about fulfilment of the Committee’s

Terms of Reference. 11. Confidentiality 11.1 All members of the Committee are required to observe the strictest of

confidence regarding the information presented to the Committee and must not disclose any confidential information either during or after their term of membership. Failure to comply with these requirements could result in the termination of membership of the Committee.

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12. Review

• the Committee will undertake a self-assessment at the end of each meeting to review its effectiveness in discharging its responsibilities as set out in these Terms of Reference

• the Committee shall review its own performance and Terms of

Reference at least once a year to ensure it is operating at maximum effectiveness. Any proposed changes shall be submitted to the Council of Governors for approval.

• these terms of reference shall be approved by the Council of

Governors and formally reviewed at intervals not exceeding one year.

Next Review Date: ……April 2014…………… Produced by: Steve Garside, Company Secretary, SCAS, June 2012 Reviewed by: Steve Garside, Company Secretary, SCAS, May 2013


Enclosure H




Title of Paper: Report from the Membership and Engagement Committee

Presented by: David Ridley, Chair of the Membership and Engagement Committee


Receive for approval and information

Main Aim: To present a report from one of the two Council of Governors sub-committees – the Membership and Engagement Committee – covering recent deliberations and matters to bring to the attention of the CoG Summary of key points

for consideration: The Membership and Engagement Committee present an update report which covers: • Minutes of the Membership and Engagement Committee meeting

held on 22 April 2013 • The Membership and Engagement 2012/13 Annual Report • Membership and Engagement Committee Terms of Reference • The development of a Membership and Recruitment Strategy • The development of a Corporate Presentation for Governors


The Council of Governors to approve the changes to the Terms of Reference and note the update on a range of issues from the Membership and Engagement Committee

Previous Forum: Updates from the Membership and Engagement Committee are presented at all Council of Governors meetings


None



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COUNCIL OF GOVERNORS 4 JULY 2013 (Enc. H)

REPORT FROM THE MEMBERSHIP AND ENGAGEMENT COMMITTEE

Background 1. The Membership and Engagement Committee is a formal sub-committee of

the Council of Governors (CoG), with a current membership, appointed by the CoG, of:

• David Ridley, Public Governor (Buckinghamshire) and Chair of the

Committee • Patrick Conafray, Public Governor (Oxfordshire) and Vice Chair of the

Committee • Bob Duggan, Public Governor (Buckinghamshire) • Tim Windsor-Shaw, Public Governor (Oxfordshire) • Barry Lipscomb, Partner Governor • Gary Clark, Public Governor (Berkshire) • Allan Read, Public Governor (Hampshire) • Richard Ryan, Public Governor (Hampshire) • Carol Watts, Staff Governor

2. The Membership and Engagement Committee has Terms of Reference that

have been approved by the CoG, and is empowered to deal with a range of issues on behalf of the governors, making recommendations to the CoG as appropriate. As such, the CoG should generally look to place reliance on the work of the Membership and Engagement Committee, satisfying itself that any recommendations made are underpinned by sound and robust consideration of the subject matter.

3. This report covers:

• The minutes of the Membership and Engagement Committee held on 22 April 2013 (Appendix A)

• The Membership and Engagement Committee 2012/13 Annual Report (Appendix B)

• The Membership and Engagement Committee Terms of Reference (Appendix C)

• The development of a Membership and Recruitment Strategy • The development of a corporate presentation for governors

Membership and Engagement Committee 2012/13 Annual Report – Appendix B 4. As a formal sub-committee of the CoG, the Membership and Engagement

Committee have produced an Annual Report for 2012/13 which is submitted to the CoG as demonstration that the key duties have been satisfactorily delivered (see Appendix B).

2

Membership and Engagement Committee Terms of Reference – Appendix c 5. The Membership and Engagement Committee has carried out an annual

review of its terms of reference, which were approved previously by the CoG. A number of small amendments (shown via tracked changes) were made to reflect the change in emphasis on greater engagement with the membership. For the record, the updated terms of reference are shown at Appendix C.

Membership and Recruitment Strategy 6. The Membership and Engagement Committee have developed a Membership

Plan for 2013 / 2014 which details how the Trust plans to engage with its membership, ensure they are representative, reach out to local communities and how the CoG can support the Committee in meeting these objectives. This was approved at the Membership and Engagement Committee meeting in April.

7. Following agreement at the April CoG meeting a Task and Finish Group to

review the effectiveness of the CoG was convened and any relevant recommendations from this group will be fed into the Membership and Recruitment Strategy following discussion around governor expectations at the July CoG meeting.

8. The plan is to circulate the finalised strategy following the July CoG meeting. Corporate Presentation for Governors 9. The Membership and Engagement Committee have developed a corporate

presentation for governors for use during engagement activities. The presentation includes an introduction and explanation of the Trust and its services, information about the CoG and details on membership and the benefits of getting involved.

10. The intention is to provide every governor with a copy of the presentation on

disc and this will be issued with the Membership and Recruitment Strategy. The Membership and Engagement Committee are road testing the presentation at their July meeting.

Recommendations 11. The CoG are asked to:

• note the minutes of the Membership and Engagement Committee held on 22 April 2013

• receive and note the Membership and Engagement Committee 2012/13

Annual Report

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• receive and approve the amended Terms of Reference for the Membership and Engagement Committee

• note progress with the development of a Membership and Recruitment

Strategy • note the development of the Corporate Presentation for Governors

Rachel Jeacock, Assistant Company Secretary 17 June 2013

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APPENDIX A Draft minutes of the sixth meeting of the South Central Ambulance Service NHS Foundation Trust Membership and Engagement Committee held on 22 April 2013 at Northern House, Bicester, Oxfordshire Present: David Ridley, Public Governor (Buckinghamshire) and

Committee Chair Patrick Conafray, Public Governor (Oxfordshire) and Committee Vice-Chair Bob Duggan, Public Governor (Buckinghamshire)

Tim Windsor-Shaw, Public Governor (Oxfordshire) In attendance: Duncan Burke, Director of Communications and Public

Engagement Rachel Jeacock, Assistant Company Secretary

Monica Moro, Membership Officer Apologies: Barry Lipscomb, Partner Governor Gary Clark, Public Governor (Berkshire) Allan Read, Public Governor (Hampshire) Richard Ryan, Public Governor (Hampshire) Steve Garside, Company Secretary Not present: Carol Watts, Staff Governor MEC13/001 Chair’s Welcome and Apologies for Absence The Chair welcomed all to the first meeting of the new financial year and apologies were noted from four governors: Allan Read, Gary Clark, Barry Lipscomb and Richard Ryan. MEC13/002 Declaration of Interests Tim Windsor-Shaw reported that his new role with the NHS Development Authority involved him working on the programme to progress the quality, sustainability and delivery of the London Ambulance Service to progress to Foundation Trust status. MEC13/003 Minutes from Meeting of 16 January 2013 The minutes of the meeting held on 16 January 2013 were approved without amendment. MEC13/004 Matters Arising from Meeting of 16 January 2013 David Ridley presented the schedule reporting progress against the action points from the January meeting, with the committee discussing the following: • MEC12/046b (Corporate Induction) – The induction programme is currently being

reviewed and will now include information about the Council of Governors. Once

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this review is complete any relevant information will be uploaded onto the governors’ portal.

• MEC12/047c (air ambulance paramedics supporting recruitment events) –

Monica Moro advised that the air ambulance were happy to support when available and this will be kept under review.

• MEC12/049 (Member satisfaction survey) – Tim Windsor-Shaw reported that he

had tested the survey, which he thought was excellent, and all comments had been taken into account. Monica Moro confirmed that the survey will be circulated in Foundation Times week commencing 29 April 2013.

MEC13/005 Overview of current membership position Monica Moro presented details of the latest membership position, advising that the Trust had exceeded its target of 12,000 members by 159 and highlighted the following gaps in membership profile:

• Despite concentrated recruitment membership in Hampshire remains slightly under-represented. The focus in this year will be on meeting the required additional 400 members.

• Male membership requires a 16% increase to be truly representative and further efforts will be made to achieve this.

• Individuals of Pakistani and Chinese ethnic origin remain under represented and are proving more difficult to reach. Efforts will continue to increase membership.

• The socio-economic group ‘wealthy achievers / urban prosperity’ is currently under-represented with events are being planned to increase membership in these areas.

The group noted that the emphasis now needed to change from recruitment of members to effective engagement with members. MEC13/006 Future Membership and Recruitment Strategy Duncan Burke presented the Membership Plan for 2013 / 2014 which details how the Trust plan to engage with membership, ensure they are representative, reach out to local communities and how the Council of Governors can support the Committee in meeting these objectives. The importance of ensuring that the patient voice is heard was emphasised, particularly in light of the Francis report. Monica Moro highlighted that the intention was to have constituency meetings which would provide an opportunity for members to meet other members and their governors and have their views heard. Monica Moro requested that committee members forward suggestions for suitable meeting venues to her. Action 13/006a Committee members to share suggestions for suitable meeting venues for constituency meetings with Monica Moro.

6

Tim Windsor-Shaw suggested holding joint meetings with other organisations, for example The Oxford University Hospitals Trust, around the changes to the architecture of the NHS and what it means for emergency medicine. Monica Moro agreed to take this suggestion forward. Action 13/006b Monica Moro to contact Caroline Rouse, Foundation Trust Membership Officer at Oxford University Hospital Trust to investigate the possibility of holding joint meetings. Patrick Conafray shared his concerns that people may be confused by a joint meeting. Duncan Burke agreed and that this would need to be mitigated by ensuring that all literature and advertising for the event was clear. Bob Duggan reported that he recently attended a Foundation Trust event in Buckinghamshire and that SCAS presence at these events would be beneficial. Monica Moro agreed to add a section within the Membership Plan relating to SCAS attendance at aspiring Foundation Trusts events. Action 13/006c Monica Moro to add a section within the Membership Plan relating to SCAS attendance at aspiring Foundation Trusts events, starting in Oxfordshire. In response to a question about the 10% of the Trust’s overall public membership not disclosing their ethnicity, Monica Moro reported that this figure is in line with other Trusts and that this statement will be included in the strategy document to add context. Action 13/006d Monica Moro to include statement within the Membership Plan to reflect that the Trusts overall public membership who have not disclosed their ethnicity is in line with other Trusts. Bob Duggan highlighted that engaging with the public will be harder than recruiting members and that this should be expressed in the plan. Action 13/006e Monica Moro to update the Membership Plan to emphasise that engaging with the membership will be challenging. David Ridley reported that he didn’t feel as involved as he had expected to. Duncan Burke stated that there had been some reticence from governors about engaging and that the Trust would do all it could to support governors to prepare them for engagement events, including on a 1-1 basis where this was requested. The corporate presentation will help to ensure a consistent message is given and the Trust is happy to organise and join events initially until governors feel confident. Duncan Burke reported that the updated document will be shared with members of the committee for comments in advance of sharing with the Council of Governors.

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MEC13/007 Corporate Presentation for Governors Duncan Burke explained that the intention was to provide every governor with a copy of the presentation on disc which includes:

• an introduction • an explanation of the service, • details on the Council of Governors, • details on membership and benefits of getting involved

Duncan Burke ran though the presentation which lasted approximately 20 minutes excluding the two short videos. Tim Windsor-Shaw reported that some terminology may be difficult for members of the public to understand and would need further explanation by the presenter and that some tweaks would be necessary to ensure the presentation was from a governor’s perspective. Duncan Burke agreed and suggested that speaker notes were included with the presentation. Action 13/007a Duncan Burke to tweak presentation as necessary to ensure it is from a governor’s perspective and include speaker notes to aid the presenter in getting the information across to members of the public. Bob Duggan questioned in which year the Trust won the Ambulance Trust of the Year’ award. Duncan Burke confirmed that it was two years ago and that this would be removed as it was felt to be out of date. Action 13/007b Duncan Burke to amend presentation to remove reference to SCAS winning the Ambulance Trust of the Year award. The following timescales were agreed with regards to next steps: Task By Whom When Changes made to presentation as per above and sent to David Ridley

Duncan Burke 1 May 2013

Presentation sent to all members of the committee seeking comments / suggestions

David Ridley 1 May 2013

Comments / suggestions on presentation provided to David Ridley

All Committee members

15 May 2013

Responses from committee members collated and shared with Duncan Burke

David Ridley 17 May 2013

Committee members to test presentation at engagement events

All committee members

27 May 2013 onwards

MEC13/008 Review of Effectiveness of Committee

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Rachel Jeacock presented a review of the work of the Committee and highlighted the range of duties which had been delivered during the first year and the suggested key priorities over the next 12 months. The Membership and Engagement Committee approved the document and noted that it will be presented to the full Council of Governors meeting in July. MEC13/009 Review of the Terms of Reference Rachel Jeacock presented suggested amendments to the Terms of Reference, proposals for Chairing the committee and next steps in terms of the vacancy created by Bob Lassam’s resignation from the Council of Governors. Tim Windsor-Shaw suggested that point 5.4 should be amended to read ‘members and officers are expected to attend 75% of committee meetings over a twelve month period and that the exceptional circumstances sentence was not required. Action 13/009a Rachel Jeacock to amend the Terms of Reference under section 5.4 to read ‘members and officers are expected to attend 75% of committee meetings over a twelve month period’. With the alteration above the committee approved the amendments to the Terms of Reference. Both David Ridley and Patrick Conafray confirmed they were happy to continue in the roles of Chair and Vice Chair respectively and this was agreed. Tim Windsor-Shaw felt that the group had a duty to seek an additional member to fill the vacancy created by Bob Lassam’s departure. The group agreed that an additional representative would be sought and if no volunteers came forward this process would be repeated following the forthcoming elections. Action 13/009b Rachel Jeacock to seek additional representation from the governors to join the Membership and Engagement Committee. MEC13/010 Any Other Business Bob Duggan reported that he is providing an insight into the role of a governor to Oxford University Hospital Trust and Buckinghamshire Healthcare NHS Trust aspiring governor events over the coming weeks and will use this as an opportunity to plug SCAS too. Monica Moro reported that details of events will be shared this week including a joint promotion ‘Emergency Services Day’ with Oxford University Hospital Trust taking place on 4 May at Cutteslow Park.

9

MEC13/011 Date of Next Meeting The date of the next meeting was confirmed as Wednesday 10 July 2013 from 6pm in Otterbourne.

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APPENDIX B MEMBERSHIP AND ENGAGEMENT COMMITTEE ANNUAL REPORT 2012 / 2013

BACKGROUND 1. Background 1.1 The Membership and Engagement Committee (MEC) is one of two formal

sub-committees of the Council of Governors (CoG), and was established in March 2012.

1.2 Governors have a general duty to represent the interests of the Trust’s members and the interests of the public. The main purpose of the MEC is therefore to make recommendations and report to the CoG on membership recruitment and engagement, communications, involvement and representation.

1.3 The terms of reference (ToR) for the MEC state that the committee shall review its performance at least annually, and the purpose of this paper is therefore to report on the outcomes of the first year of the MEC.

MEMBERSHIP AND MEETINGS

2. Membership of the MEC 2.1 The ToR for the MEC state that it shall have between six and ten members,

and that the membership should have a majority of public governors. It also adds that the committee will appoint a Chair and a Vice-Chair.

2.2 During 2012/13 the following governors have served on the MEC:

• David Ridley • Patrick Conafray • Bob Duggan • Barry Lipscomb • Allan Read • Richard Ryan • Bob Lassam (to February 2013) • Tim Windsor-Shaw (from June 2012) • Carol Watts (from August 2012) • Gary Clark (from August 2012)

2.3 David Ridley, one of the Trust’s elected public governors for

Buckinghamshire, was appointed by the MEC at its first meeting to chair the committee. Patrick Conafray, elected public governor for Oxfordshire, was appointed as vice-chair.

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2.4 The MEC ended the year with nine members (one less than the maximum complement set by the ToR), and with a clear majority of public governors (7 vs 2).

3. Meetings of the MEC 3.1 The ToR state that meetings of the MEC will be held at least quarterly. 3.2 Five meetings have been held during 2012/13: in May 2012, June, July,

October, and January 2013, and all have been quorate. 3.3 Three of the five meetings have been chaired by the appointed Chair, and two

by the Vice-Chair. 3.4 Appendix 1 reports on the attendance of governors at meetings of the MEC.

The average level of attendance throughout 2012/13 has been 70%. 3.5 All five meetings have been attended by the Director of Communications and

Public Engagement, the Company Secretary, and Membership Officer, and they have provided support to the MEC. The Trust’s Equality and Diversity Manager has also attended two meetings.

DUTIES AND ACHIEVEMENTS

4. Delivery of duties in 2012/13 4.1 Foundation Trust governors have had the following general responsibilities in

relation to membership engagement during 2012/13:

• to represent the interests of the Trust’s members, and the interests of the general public

• to feedback information about the Trust to constituencies and stakeholder

organisations 4.2 The MEC have converted these into a range of specific duties, which have

been delivered as follows:

Duty

Comments

Develop processes to gather and interpret the views of the Trust’s membership and the wider public

• MEC reviewed and agreed the 2013 Membership Survey

• MEC members have participated in member recruitment and engagement events

Advise on and develop strategies for recruiting and retaining members

• MEC members have participated in member recruitment and engagement events

• MEC have reviewed SCAS’ promotional literature and materials

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for member recruitment Advise on and develop strategies for effective membership involvement and engagement

• MEC developed a toolkit for membership engagement, which was presented to January 2013 CoG

• MEC have reviewed SCAS’ promotional literature and materials for member engagement

Ensure there is appropriate communication with members

• MEC has contributed to the design and content of the Foundation Times members publication

Monitor and evaluate progress in the implementation of strategies for recruiting and retaining, and communicating, with members

• MEC has regularly reviewed the Trust’s membership position

Contribute to, and support the executive in, the planning and delivery of the Annual Members Meeting

• MEC played a key role in the design and delivery of the AMM held on 25 September 2012

4.3 In delivering the duties outlined above, it has considered that the biggest

achievements of the MEC in its first year have been:

• exploring ways of recruiting new members to ensure that the Trust successfully delivered its target of having 12,000 members by 31 March 2013

• developing a comprehensive governor toolkit to help support membership

recruitment and engagement activities, which was issued to the full CoG on 28 January 2013

• overseeing the arrangements for the Trust’s first Annual Members Meeting

in September 2012, which was a particularly well received and attended event.

SUPPORT, TRAINING AND DEVELOPMENT

5. Support, training and development 5.1 The Trust has a formal duty to ensure that governors are equipped with the

skills and knowledge they require to undertake their role. During the course of the year, the Trust has supported governors on the MEC extensively in this respect. For example:

• governors on the MEC have participated in buddying arrangements with

governors in other Foundation Trusts, including those on equivalent committees

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• governors on the MEC have been provided the opportunity to participate in Emergency Operations Centre tours, crew ride-outs, and ambulance station visits to help support their understanding of the Trust and its business;

• governors on the MEC have been invited to join one of three executive

committees (Patient Experience Review Group, Clinical Review Group, and Equality and Diversity Steering Group) both to help their understanding and for the Trust to benefit from an external perspective

• SCAS have developed a range of materials to support governors with

attendance at member recruitment and engagement events (e.g. frequently asked questions, key facts about the Trust)

5.2 In addition to internal sources of support, the Trust has joined the Foundation

Trust Governors Association. This is a valuable on-line resource giving a range of support for governors and training events to attend, including in relation to member recruitment and engagement.

REPORTING

6. Reporting to the Council of Governors 6.1 The MEC is directly accountable to the CoG, and the MEC Chair has reported

a summary of the proceedings of each meeting to the subsequent meeting of the CoG. At the January 2013 meeting, the MEC issued all governors with a copy of the governor engagement toolkit, development of which had been overseen by the MEC.

CONCLUSIONS AND PRIORITIES FOR 2013/14

7. Conclusions 7.1 Although the emphasis has been on embedding the governor role and

supporting an understanding of the Trust and its business, the MEC has overseen some major achievements in its first year, as outlined in section 4.3.

8. Priorities for 2013/14 8.1 The following are suggested as key priorities for the MEC over the next twelve

months:

• with the target of recruiting 12,000 members now achieved, supporting further development of the arrangements for engaging with the Trust’s membership, such that:

o the interests of members are suitably understood and represented o the views of members in general are brought to the attention of the

Trust

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o the views of members on the Trust’s future strategy and plans are obtained and help inform development of the corporate strategy and annual forward plan

• supporting the Trust executive to plan and deliver a successful 2013

Annual Members Meeting, which will be held on 25 September in Oxfordshire

• supporting the full CoG to take on the new and additional powers provided

by the Health and Social Care Act, where these specifically relate to, or may involve, engagement with members. For example:

o governor presentation of proposals to amend the Trust’s

Constitution (where these relate to the powers or duties of the CoG) at the Annual Members Meeting

o governors determining whether they approve the Trust entering a

merger, acquisition, separation, dissolution, or other significant transaction.

Steve Garside Company Secretary 4 April 2013

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Appendix 1: Governor attendance at MEC meetings in 2012/13 Governor member Number of eligible

meetings

Number attended % attendance

Gary Clark (1) Public – Berkshire

2 0 0

Patrick Conafray Public - Oxfordshire

5 5 100

Bob Duggan Public - Bucks

5 4 80

Bob Lassam (2) Public - Oxfordshire

5 5 100

Barry Lipscomb Partner - Charity

5 4 80

Allan Read Public - Hampshire

5 4 80

David Ridley Public - Bucks

5 3 60

Richard Ryan Public - Hampshire

5 4 80

Carol Watts (3) Staff

2 1 50

Tim Windsor-Shaw (4) Public - Oxfordshire

4 3 75

NOTES (1) Gary Clark joined the Membership and Engagement Committee in August 2012 (2) Bob Lassam resigned from the CoG on 12 February 2013 (3) Carol Watts joined the Membership and Engagement Committee in August 2012 (4) Tim Windsor-Shaw joined the Membership and Engagement Committee in June 2012

1

APPENDIX C MEMBERSHIP AND ENGAGEMENT COMMITTEE TERMS OF REFERENCE

1. Constitution

1.1. The Council of Governors hereby resolves to establish a Committee of the Council of Governors to be known as the Membership and Engagement Committee, referred to in this document as ‘the Committee’.

2. Purpose 2.1. The purpose of the Committee is to make recommendations and report to the Council of Governors about membership recruitment, engagement, communications, involvement and representation.

3. Membership 3.1. The Committee shall have between six and ten members, appointed by the Council of Governors from amongst the governors of the Trust. One of the members will be appointed Chair of the Committee by the members of the Committee, and another as Vice-Chair. 3.2 The membership of the committee should have a majority of public governors.

4. Quorum 4.1. The quorum necessary for formal transactions of business by the Committee shall be four members, or 50% of the membership at that time, whichever is lowest, including either the Chair or Vice-Chair of the Committee.

5. Attendance 5.1 The Director of Communications and Public Engagement (or a nominated deputy from the communications/membership team in his/her absence) shall attend all meetings. 5.2 Other officers from the Trust executive may be invited to attend meetings for specific agenda/items or when issues relevant to their area of responsibility are to be discussed. 5.3 The Company Secretariat will provide secretarial duties to the Committee and shall attend to take minutes of the meeting and provide support to the Chair and Committee members. 5.4 Members and officers unable to attend a meeting are requested to provide a written update to the Committee members, when relevant, at least two working days beforehand. Members and officers are expected to attend 75% of these committee meetings over a twelve month period. In all cases where attendance is not possible, the member will inform the Chair and/or the Company Secretary.

5.5 The chair of the Committee will follow up any issues related to the unexplained non attendance of members. Should non-attendance jeopardise the functioning of the Committee the Chair will discuss the matter with the members and if necessary seek a substitute or replacement. 5.6 Attendance at Committee meetings will be disclosed in the Council of Governors section of the Trust’s Annual Report and Accounts.

6. Frequency 6.1. Meetings of the Committee will be held at least quarterly and in advance of the next Council of Governors meeting to ensure timely reporting. Meeting dates will be set on a yearly basis and extraordinary meetings may be called between regular meetings to discuss and resolve any critical issues arising.

7. Authority 7.1. The Committee has no powers other than those specified in these Terms of Reference. 7.2. The committee is authorised by the Council of Governors to investigate any action within its Terms of Reference. It is authorised to seek any further information it requires from any employee or governor and all employees and governors are directed to cooperate with any reasonable request made by the Committee. 7.3. The Committee is authorised by the Council of Governors to obtain outside legal or other independent professional advice, subject to cost-effectiveness considerations, and to secure the attendance of outsiders with relevant experience and expertise if it considers it to be necessary. It may challenge the reports and duties of other Committees to ensure due and robust business processes are in place.

8. Duties 8.1. The subject matter for meetings will be wide-ranging and varied but in particular it will cover the following:

• develop processes to gather and interpret the views of the Trust’s membership (e.g. membership surveys) and the wider public

• advise on and develop effective strategies for recruiting and retaining members

to ensure Trust membership is made up of an appropriate and equitable cross- section of the population

• advise on and develop strategies for effective membership involvement and

engagement, ensuring that there is appropriate communication with members

• monitor and evaluate progress in the implementation of strategies for recruiting and retaining, engaging, and communicating with, members

• contribute to, and support the executive in, the planning and delivery of the • Annual Members Meeting

• promoting the value of membership engagement to the wider Council of

Governors, and supporting governors with their membership engagement activity

• ensure that the role of governors as “ambassadors” of the Trust is maximised

9. Reporting

9.1. The Committee shall be directly accountable to the Council of Governors. The Chair of the Committee shall report a summary of the proceedings of each meeting at the meeting of the Council and draw to the attention of the Council of Governors any significant issues that require disclosure.

10. Support

10.1. The Committee shall be supported by the Company Secretariat and duties shall include: • agreement of the meeting agendas with the Chair of the Committee; • providing timely notice of meetings and forwarding details including the agenda

and supporting papers to members and attendees in advance of the meetings: • enabling a disciplined timeframe for agenda items and papers, such that at least

five working days prior to each meeting, papers (printed and emailed) will be issued toall Committee members and any invited governors, Directors and officers.

10.2 Recording formal minutes of meetings and keeping a record of matters arising

and issues to be carried forward, circulating draft minutes to the Chair for approval within seven working days from the date of the last meeting and to the wider committee within ten working days.

10.3 Advising the Chair and the Committee about fulfilment of the Committee’s Terms

of Reference. 11. Review

• the Committee will undertake a self-assessment at the end of each meeting to review its effectiveness in discharging its responsibilities as set out in these Terms of Reference

• the Committee shall review its own performance and Terms of Reference at

least once a year to ensure it is operating at maximum effectiveness. Any proposed changes shall be submitted to the Council of Governors for approval.

• these terms of reference shall be approved by the Council of Governors and

formally reviewed at intervals not exceeding one year. Review Date: ……March 20132014…………… Steve Garside Company Secretary South Central Ambulance Service NHS Foundation Trust May 2012April 2013


Enclosure I




Title of Paper: Annual Report including Annual Accounts and Annual Quality Report 2012/13



Receive for information

Main Aim: To present a final version of the 2012/13 Annual Report, including the Annual Accounts and Annual Quality Report, to the governors as part of their statutory duties. Governors are also required to receive a copy of the auditor’s report on the accounts, and this is included. Summary of key points

for consideration: The statutory duties of the governors include to receive the Annual Accounts, Auditor’s Report and Annual Report. To satisfy this duty, the paper therefore includes: • a final version of the 2012/13 audited Annual Report, as submitted

to Monitor on 30 May, which includes the Annual Accounts and the Annual Quality Report

• a copy of the external auditor’s (KPMG) reports on the Annual

Accounts and the Annual Quality Report


The Council of Governors to receive the 2012/13 Annual Report, which contains the Annual Accounts and Annual Quality Report, and the relevant reports from the external auditor’s KPMG

Previous Forum: The Council of Governors inputted to the development of the 2012/13 Quality Report, and also agreed the Council of Governors Review for 2012/13 which forms part of the Annual Report


Yes – in relation to the receipt of the Annual Report, Annual Accounts and Auditor’s Reports by the Council of Governors



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COUNCIL OF GOVERNORS 4 JULY 2013 (Enc. I)

ANNUAL REPORT INCLUDING ANNUAL ACCOUNTS AND ANNUAL QUALITY REPORT 2012/13

Background 1. The statutory duties of the governors include to “receive the annual

accounts, auditor’s report and annual report” each year. 2. To satisfy this requirement, the following documents are included for the

attention of governors:

• Annual Report 2012/13, which includes the Annual Accounts and Annual Quality Report

• Independent Auditor’s Report on the Annual Accounts (financial

statements)

• Independent Auditor’s Report on the Annual Quality Report Annual Report 2012/13, including Annual Accounts and Annual Quality Report - Appendix A 3. The Annual Report incorporates a full set of the Annual Accounts and also

the Annual Quality Report. 4. The Annual Report was reviewed by the External Auditors (KPMG) who

confirmed that it satisfied the requirements of the Monitor Annual Reporting Manual, and were extremely complimentary about the quality and presentation of the document. The Annual Report was submitted to Monitor in line with the deadline of 30 May, and will be presented at the Annual General / Members Meeting on 25 September.

5. The Annual Accounts were audited by KPMG, and an opinion issued as

described below. 6. The Annual Quality Report, which had the input of the Council of

Governors during its development (e.g. around the quality accounts elements) has also been reviewed by KPMG, and an opinion issued as described below.

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Independent Auditor’s Report on the Annual Accounts (financial statements) – Appendix B 7. The auditor’s report on the Annual Accounts is attached; this gives an

unqualified (positive) audit report in confirming that they give a true and fair view of the Trust’s financial affairs throughout 2012/13 and at the year-end. No matters of concern were reported.

Independent Auditor’s Report on the Quality Report – Appendix C 8. The auditor’s report on the Quality Report is attached; this gives an

unqualified (positive) audit report as documented in the “conclusion” section. No matters of concern were reported.

Recommendation 9. The SCAS FT Council of Governors are asked to receive the 2012/13

Annual Report, incorporating the Annual Accounts and Annual Quality Report, and the auditor’s reports, as part of their statutory duties.



Enclosure J




Title of Paper: Process for the appointment of a Lead Governor from 6 September 2013



Agree

Main Aim: To agree a process for the appointment of a Lead Governor for the period 6 September 2013 to 5 September 2014


The Council of Governors has previously agreed a process for the appointment of a Lead Governor. This process is now re-presented in relation to the appointment of a Lead Governor from 6 September 2013, setting out each stage and the associated timescales (including arrangements for a secret ballot if required).


The Council of Governors to agree the process for the appointment of a Lead Governor for the period 6 September 2013 to 5 September 2014

Previous Forum: June 2012 – agreed a process for the appointment of a Lead Governor from 6 September 2012 to 5 September 2013


There is no statutory requirement to have a Lead Governor.



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COUNCIL OF GOVERNORS 4 JULY 2013 (Enc. J)

PROCESS FOR THE APPOINTMENT OF A LEAD GOVERNOR FROM 6 SEPTEMBER 2013

Background 1. The SCAS FT constitution sets out (section A5 6.15) that “the Council of

Governors will nominate a Lead Governor through whom the Council of Governors should communicate directly with Monitor if the Trust is at risk of significantly breaching its Terms of Authorisation {now provider licence} and if these concerns cannot be satisfactorily resolved”.

2. The role of the Lead Governor is covered in two key Monitor documents,

and the relevant extracts are provided:

• Appendix A – extract from the Monitor Code of Governance • Appendix B – extract from Monitor’s “Your Statutory Duties: A

Reference Guide for NHS Foundation Trust Governors” 3. SCAS has a process for appointing a lead governor (see Appendix C), and

this extends the role from that prescribed by Monitor to being “responsible for receiving from governors and communicating to the Trust Chairman directly, any comments, observations and concerns expressed to him/her by the Governors other than at meetings of the Council of Governors regarding the performance of the Trust or any other serious or material matter, relating to the Trust or its business”.

4. The lead governor role at SCAS also involves being a member of the

Nominations Committee, as agreed by the Council of Governors at the 5 March 2012 meeting.

5. The SCAS process was agreed by the Council of Governors and used to

support the appointment of the incumbent lead governor, Melanie Hampton, for the period 6 September 2012 to 5 September 2013.

SCAS process for appointing a lead governor from 6 September 2013 6. A process is now required to facilitate the appointment of a lead governor

from 6 September 2013. Applying the current process as set out in Appendix C, but noting that the next CoG meeting is not until 8 October, it is suggested that the following arrangements are applied:

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• the term of the appointment of Lead Governor from 6 September 2013 is for one year, or until the point that the appointed Lead Governor ceases to serve as a SCAS FT governor, whichever is soonest

• Thursday 4 July 2013 CoG meeting – confirm process for appointment

of lead governor • Monday 8 July (9am) to Friday 26 July (5pm) – elected governors from

a public constituency to notify Steve Garside, Company Secretary via email ([email protected]) if they wish to nominate themselves for the position of lead governor:

o submitting a 150 supporting statement on their skills and

attributes to deliver this role (template to be issued) o providing details of a seconding governor.

• Monday 29 July – in the event of the current Lead Governor, Melanie

Hampton, seeking reappointment and being the only nomination received by the deadline of Friday 26 July (5pm), she is confirmed as Lead Governor, with an announcement that day and confirmed at the 8 October 2013 CoG meeting

• Monday 29 July – in the event that nominations are received by the

deadline of Friday 26 July (5pm) by a single governor, other than the current Lead Governor, that governor is confirmed as Lead Governor, with an announcement that day and confirmed at the 8 October 2013 CoG meeting

• Monday 29 July – in the event that nominations are received by the

deadline of Friday 26 July (5pm) by two or more elected governors from a public constituency, either including or excluding the current Lead Governor, a secret ballot will be held

• Tuesday 30 July – official ballot papers for the election of Lead

Governor to be issued by the Company Secretary to all governors, including supporting statement from each candidate. All governors to make one vote in support of a candidate;

• Thursday 29 August (5pm) – deadline for return of completed ballot

papers, either by email or post • Friday 30 August – votes to be counted and announcement made.

• Friday 6 September – new term of lead governor commences • Tuesday 8 October – confirmation of announcement made at CoG

meeting

mailto:[email protected]

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Recommendation 7. The SCAS FT Council of Governors are requested to agree the

arrangements for the appointment of a Lead Governor from 6 September 2013, as outlined in section 6 above.


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APPENDIX A – EXTRACT FROM MONITOR ‘CODE OF GOVERNANCE’ (page 35) “The role of the nominated lead governor” The lead governor has a role to play in facilitating direct communication between Monitor and the NHS foundation trust’s council of governors. This will be in a limited number of circumstances and in particular where it may not be appropriate to communicate through the normal channels, which in most cases will be via the chairman or the trust secretary, if one is appointed. It is not anticipated that there will be regular direct contact between Monitor and the council of governors in the ordinary course of business. Where this is necessary, it is important that it happens quickly and in an effective manner. To this end a lead governor should be nominated and contact details provided to Monitor, and then updated as required. The lead governor may be any of the governors, including the deputy chairman of the governors. The main circumstances where Monitor will contact a lead governor are where Monitor has concerns as to board leadership provided to an NHS foundation trust, and those concerns may in time lead to the use by Monitor’s Board of its formal powers to remove the chairman or nonexecutive directors. The council of governors appoints the chairman and non-executive directors, and it will usually be the case that Monitor will wish to understand the views of the governors as to the capacity and capability of these individuals to lead the trust, and to rectify successfully any issues, and also for the governors to understand Monitor’s concerns. Monitor does not, however, envisage direct communication with the governors until such time as there is a real risk that an NHS foundation trust may be in significant breach of its terms of authorisation {now licence}. Once there is a risk that this may be the case, and the likely issue is one of board leadership, Monitor will often wish to have direct contact with the NHS foundation trust’s governors, but at speed and through one established point of contact, the trust’s nominated lead governor. The lead governor should take steps to understand Monitor’s role, the available guidance and the basis on which Monitor may take regulatory action. The lead governor will then be able to communicate more widely with other governors. Similarly, where individual governors wish to contact Monitor, this would be expected to be through the lead governor. The other circumstance where Monitor may wish to contact a lead governor is where, as the regulator, we have been made aware that the process for the appointment of the chairman or other members of the board, or elections for governors, or other material decisions, may not have complied with the NHS foundation trust’s constitution, or alternatively, whilst complying with the trust’s constitution, may be inappropriate. In such circumstances, where the chairman, other members of the board of directors or the trust secretary may have been involved in the process by which these appointments or other decisions were made, a lead governor may provide

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a point of contact for Monitor. Accordingly, the NHS foundation trust should nominate a lead governor, and to continue to update Monitor with their contact details as and when these change”.

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APPENDIX B – EXTRACT FROM MONITOR ‘YOUR STATUTORY DUTIES’ DOCUMENT (page 10) “Lead governor The chair of the board of directors is also the chair of the council of governors. The NHS foundation trust may decide that one governor should lead the council of governors where it is not considered appropriate for the chair or another one of the non-executive directors to do so. These occasions are likely to be infrequent but one example may be a meeting discussing the appointment of the chair. The lead governor could also have a role in certain circumstances where it would not be appropriate for the chair to contact Monitor, or Monitor to contact the chair (for example, in relation to appointment of the chair). Communication would instead take place between the lead governor and Monitor in such circumstances. Routine communication from Monitor to governors will, as a matter of course, be disseminated via board secretaries. The existence of a lead governor does not, in itself, prevent any governor from making contact with Monitor directly if they feel it is necessary. It is suggested that the term lead governor is used, to prevent confusion with the deputy chair. Alternative titles such as vice chair or presiding governor have also been suggested. The lead governor should be chosen by the council of governors. The lead governor should not deputise for the deputy chair of the board of directors”.

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APPENDIX C

SCAS FT LEAD GOVERNOR APPOINTMENT PROCESS

Introduction 1. The Constitution allows the governors to appoint a Lead Governor at a meeting

of the Council of Governors. 2. The Lead Governor is responsible for receiving from Governors and

communicating to the Chairman directly, any comments, observations and concerns expressed to him/her by the Governors other than at meetings of the Council of Governors regarding the performance of the Trust or any other serious or material matter, relating to the Trust or its business.

Detail 3. In considering the process of appointment or election of a Lead Governor, the

following rules apply:

• Only governors from the ‘Public Constituencies’ may stand;

• Governors may be appointed for one year, but shall be eligible for re-appointment by a meeting of the Council of Governors;

• In the event that the existing Lead Governor indicates that he no longer

wishes to stand for re-appointment, or that he does, and this is contended by a further nomination, an election will become necessary.

• In the event of an election, the Nomination Forms to allow governors to

nominate themselves will be circulated by the Company Secretary to members of the Council of Governors.

• Eligible governors may nominate themselves for the role of Lead

Governor;

• In the event that there is more than one nomination for this role, a secret ballot will take place at the next scheduled Council of Governors meeting; and

• The result of the ballot shall be announced at that meeting.

Electing the Lead Governor Qualification The Lead Governor must be one of the Elected Governors from a Public Constituency. The election will be carried out by a secret ballot Election Process

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• Nominations for Lead Governor must be proposed and seconded by a current

governor with the permission of the nominee.

• Any Governor wishing to stand for appointment must complete and return the form 3 clear days before the specified Council of Governors meeting.

• The nomination form should include a nomination statement giving details of skills and reasons for wishing to stand in no more than 150 words.

• At the specified meeting of the Council of Governors, the Corporate Secretary will

circulate ballot papers containing the candidate’s names and a secret ballot will take place.

• If there is only one nomination that person is duly elected.

• Where there is more than one nomination for appointment, a secret ballot will

take place of all governors present at the meeting with each governor having one vote for each contested appointment.

• The meeting shall adjourn while the ballot is taken and the governor whose

nomination received the largest number of votes shall be appointed.

• In the event of an equality of votes, the Chair of the meeting shall have a casting vote.

• The results of the ballot shall be announced at the meeting.

• The Lead Governor is elected for a period of one year, and can be re-elected for

a further year if they remain in post as a governor. A maximum two year term can be served.

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LEAD GOVERNOR NOMINATION FORM (for the appointment from 6 September 2013) I, _______________________, being a public Governor for the

____________________________ Constituency wish to nominate myself to the role of

Lead Governor of the Council of Governors of South Central Ambulance Service NHS

Foundation Trust for appointment from 6 September 2013. I have read the relevant

extract from the Monitor Code of Governance (page 35) covering the role of the

nominated lead governor, as well as section 2 of the SCAS Lead Governor Appointment

Process document, and believe that my skills and attributes will be helpful in the role as

highlighted below:

Signed by Nominee ___________________

Signed by Seconder as a current Governor with permission from the Nominee ___________________

Print Name

Print Name

Dated

Dated

Please return to Steve Garside, Company Secretary, via email ([email protected]) by no later than 5pm Friday 26 July 2013.

Please complete with no more than 150 words:

COUNCIL OF GOVERNORS MEETING...2013/07/04 · and to approve some minor amendments to the terms of...

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