bridgewater board date board part agenda item · 2019. 10. 30. · bridgewater board date board...

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Bridgewater Board Date

Board Part Agenda item

Title

Board and Committee Terms of Reference and Business Cycles

Sponsoring Director

Colin Scales, chief Executive

Authors

Melanie Wilson, Trust Secretary

Presented by

Melanie Wilson, Trust Secretary

Purpose

To approve revisions to the attached terms of reference made in recognition of changes in the Executive Director team To note the Board, Committee, Council of Governors and Executive Management Team business cycles, which will continue to evolve with use.

Previously considered at

Executive Management Team

Related Trust Objective/ Intentions

All

Patient Safety and Quality

n/a

Care Quality Commission Outcomes support by this paper

n/a

How does the paper address strategic risks identified in the BAF?

Failure to implement sound systems of Corporate Governance

Public

28 March 2018

32/18

2

Legal implications/ regulatory requirements

Compliance with FT Code of Governance

Finance and resources Impact assessment

n/a

Equality Impact assessment

n/a

Next steps

Recommendations

The Board is asked to approve the updated terms of reference and note the business cycles.

Action required by the Board Approve Assure Note

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Board of Directors Terms of Reference 1. Authority These terms of reference describe the role and working of the Board and are for the guidance of the Board, for the information of the Trust as a whole and serve as the basis for the terms of reference for the Board's own Committees. 2. Role and Purpose The Trust exists to “provide goods and services for any purposes related to services provided to individuals for or in connection with the prevention, diagnosis or treatment of illness, and the promotion and protection of public health.” The Trust has a Board of Directors which exercises all the powers of the Trust on its behalf, but the Board may delegate any of those powers to a Committee or to an Executive Director. The Board consists of Executive Directors, one of whom is the Chief Executive, and Non-Executive Directors, one of whom is the Chair. The Board leads the Trust by undertaking three key roles:

Formulating strategy

Ensuring accountability by holding the organisation to account for the delivery of the strategy and through seeking assurance that systems of control are robust and reliable.

Shaping a positive culture for the Board and the organisation. The general duty of the Board and of each Director individually, is to act with a view to promoting the success of the Trust so as to maximise the benefits for its staff, its shadow members and for the public it serves. 3. Duties 3.1 General Responsibilities The general responsibilities of the Board are:

To work in partnership with service users, carers, local health organisations, local government authorities and others to provide safe, accessible, effective and well governed services for the population it serves

To ensure that the Trust meets its obligations to its patients, stakeholders and its staff in a way that is wholly consistent with values and probity and with established Codes of Conduct.

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To exercise collective responsibility for adding value to the Trust by promoting its success through direction and supervision of its affairs in a cost effective manner.

3.2 Leadership The Board provides active leadership to the organisation by:

Ensuring there is a clear vision and strategy for the Trust that people know about and that is being implemented, within a framework of prudent and effective controls which enable risk to be assessed and managed.

Ensuring the Trust is an excellent employer by the development of a workforce strategy and its appropriate implementation and operation.

3.3 Strategy The Board:

Sets and maintains the Trust’s strategic vision, aims and objectives ensuring the necessary financial, physical and human resources are in place for it to meet its objectives.

Monitors and reviews management performance to ensure the Trust’s objectives are met.

Oversees both the delivery of planned services and the achievement of objectives, monitoring performance to ensure corrective action is taken when required.

Develops and maintains an annual business plan and ensures its delivery as a means of taking forward the strategy of the Trust to meet the expectations and requirements of stakeholders.

Ensure that national policies and strategies are effectively addressed and implemented within the Trust.

3.4 Culture The Board is responsible for setting values, ensuring they are widely communicated and that the behaviour of the Board is entirely consistent with those values.

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3.5 Governance The Board:

Ensures that the Trust has comprehensive governance arrangements in place that guarantee that the resources vested in the Trust are appropriately managed and deployed, that key risks are identified and effectively managed and that the Trust fulfils its accountability requirements.

Ensures that the Trust complies with its governance and assurance obligations in the delivery of clinically effective, personal and safe services taking account of patient and carer experiences.

Ensures compliance with the principles of corporate governance and with appropriate codes of conduct, accountability and openness applicable to NHS Foundation Trusts.

Formulates, implements and reviews standing orders and standing financial instructions as a means of regulating the conduct and transactions of Trust business.

Ensures that the statutory duties of the Trust are effectively discharged. 3.6 Risk Management The Board:

Ensures an effective system of integrated governance, risk management and internal control across the whole of the Trust’s clinical and corporate activities.

Ensures that there are sound processes and mechanisms in place to ensure effective user and carer involvement with regard to development of care plans and pathways, the review of quality of services provided and the development of new services.

Ensures there are appropriately constituted appointment arrangements for senior positions.

3.7 Communication The Board:

Ensures an effective communication channel exists between the Trust, the Council of Governors, members, staff and the local community.

Ensures the effective dissemination of information on service strategies and plans and also provides a mechanism for feedback.

Ensures that those Board proceedings and outcomes that are not confidential are communicated publically, primarily via the Trust’s website.

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Publishes an annual report and annual accounts. 3.8 Financial and Quality Success The Board:

Ensures that the Trust delivers high quality safe and effective care.

Ensures that the Trust operates effectively, efficiently, economically.

Ensures that the Trust strives to achieve the targets and requirements of stakeholders within the available resources.

Reviews performance, identifying opportunities for improvement and ensuring those opportunities are taken.

4. Membership All Executive and Non-Executive Directors of the Trust are members of the Board of Directors. Directors entitled to vote are Executive and Non-Executive Directors only. All questions put to the vote shall, at the discretion of the Chair, be decided by a show of hands. A paper ballot may be used if a majority of the Board of Directors present and entitled to vote so request. In the event of a tied vote, the Chair can exercise a casting vote. The quorum for a meeting will be six Directors including not less than three Executive Directors (one of whom must be the Chief Executive or the Deputy Chief Executive), and not less than three Non-Executive Directors (one of whom must be the Chairman or the Vice Chairman of the Board ). Role of the Chair The Chair is responsible for leading the Board and for ensuring that it successfully discharges its overall responsibilities for the Trust as a whole. The Chair is the guardian of the Board’s decision-making processes and provides general leadership of the Board. Role of the Chief Executive The Chief Executive (CEO) reports to the Chair and to the Board directly. All members of the management structure report either directly or indirectly, to the CEO. The CEO is responsible to the Board for running the Trust’s business and for proposing and developing the Trust’s strategy and overall objectives for approval by the Board. The CEO is responsible for implementing the decisions of the Board and its Committees, providing information and support to the Board.

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5. Attendance The Trust Secretary will be a regular attender at the Board but does not have voting rights. The Board shall be supported administratively by the Trust Secretary whose duties in this respect will include:

Agreement of agenda for Board and Board Committee meetings with the Chair and CEO.

Collation of reports and papers for Board meetings

Ensuring that suitable minutes are taken, keeping a record of matters arising and issues to be carried forward

Advising the Board on governance matters.

6. Frequency of meetings Ordinary meetings of the Board of Directors shall be held at regular intervals, at such times and in such places as the Board may determine from time to time. These meetings will be structured in two parts with Part I being open to members of staff, the public and the media to attend and with Part II being held in private. In addition the Board of Directors will hold an Annual General Meeting to which members of staff, the public and the media will be invited to attend. 7. Minutes and Reporting An agenda and any supporting papers shall be sent to each Director in electronic and paper form so as to arrive with each Director normally no later than five days in advance of each meeting. Minutes of the previous meeting will be circulated with these papers for approval and this will be a specific agenda item. 8. Review The Board shall self-assess its performance following each meeting and shall conduct an annual review of its effectiveness. These Terms of Reference will be reviewed by the Board at least annually.

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Appendix 1 – E-Governance Process In order to facilitate the Board undertaking the business required of it, there will on occasion be a need for this to be conducted outside of its scheduled meetings in circumstances where it would not be practical to hold a meeting on a face to face basis. In such circumstances the Board is authorised by its Terms of Reference to conduct business via a process of “E-Governance”. The rules to be observed when conducting business in this manner are as follows:-

The business to be conducted must be set out in formal papers accompanied by the usual cover sheets which clearly set out the nature of the business to be conducted and the proposal which Members are being asked to consider.

The papers will be forwarded by the Trust Secretary via e-mail to all Members of the Board who, subject to their availability, are expected to respond by e-mail to the same distribution list with their views within three working days of receipt of the papers.

For the conclusion of the Board to be valid, responses must be received from a quorate Board membership and in instances where the approval of the Board is sought, all such responses should support the proposal.

In the event that there is not a unanimous agreement of all responding Members, the proposal shall be considered not to be approved.

The Trust Secretary will summarise the conclusions reached for the agreement of the Chair and this summary will be presented to the next scheduled meeting of the Board following which it will be appended to the minutes of that meeting and included in the Board Action Log as necessary.

MW/Board/ToR/22032018

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1. NAME

Audit Committee

2. PURPOSE

The Board of Directors is responsible for ensuring effective internal control including:

a) Management of the Trust’s activities in accordance with statute and regulations. b) The establishment and maintenance of a system of internal control to give reasonable assurance that assets are safeguarded, waste or inefficiency avoided and reliable financial information produced, and that value for money is continuously sought.

The Board of Directors has established an Audit Committee for the purpose of providing the Board of Directors with a means of independent and objective review of financial and corporate governance, assurance processes and risk management across the whole of the Trust's activities both generally and in support of the Annual Governance Statement. In addition the audit committee shall:

c) Provide assurance of independence for external and internal audit; d) Ensure that appropriate standards are set and compliance with them is monitored, in non-financial, non-clinical areas that fall within the remit of the Audit Committee; and e) Monitor corporate governance (e.g. compliance with codes of conduct, standing orders, standing financial instructions, maintenance of registers of interests).

3. BASIS OF AUTHORITY

The Board of Directors has provided delegated authority to the Audit Committee to seek assurance in accordance with this terms of reference. It is authorised to seek the information that it requires from any employee and all employees are directed to co-operate with any request made by the Committee. The Committee is authorised by the Trust Board to obtain independent professional advice and to secure the attendance of people/organisations from outside the Trust. The Committee shall have a standing agenda item for matters delegated from the Trust Board.

4. REPORTS TO

Trust Board

AUDIT COMMITTEE TERMS OF REFERENCE

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5. MEMBERSHIP

Chairman Non-Executive Director

Vice Chairman Non-Executive Director

Management Lead (but not a member of the committee)

Director of Finance

In addition, a further four Non-Executive Directors. (six Non-executive Directors) The Audit Committee members shall be afforded the opportunity to meet at least once per year with no others present. In Attendance Director of Finance Medical Director Director of Strategic Development Financial Controller Head of Internal Audit Anti-fraud Manager External Audit representative Council of Governors’ Representative Trust Secretary Invited as required The Trust Chairman may be invited to attend the Committee. Other staff will be invited as required by the Chair of the committee, in particular to agenda items in relation to operations, contractual matters, estates or information technology. The Chief Executive will attend on a quarterly basis.

6. CONNECTIVITY

6.1 Sub Committees reporting to this Committee

none

7. FREQUENCY OF MEETINGS

7.1 Meetings will take place quarterly. 7.2 No less than 4 meetings are to be held within a calendar year. 7.3 Each member is to attend at least 75% of meetings within a calendar year

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8. DUTIES AND RESPONSIBILITIES

The Committee will: Internal Control and Risk Management

a) To ensure the provision and maintenance of an effective system of financial risk identification and associated controls, reporting and governance.

b) To maintain an oversight of the Trust’s general risk management structures, processes and responsibilities, including the production and issue of any risk and control-related disclosure statements.

c) To review the adequacy of the policies and procedures in respect of all counter-fraud work. d) To review the adequacy of the Trust’s arrangements by which Trust staff may, in confidence, raise

concerns about possible improprieties in matters of financial reporting and control and related matters or any other matters of concern.

e) To review the adequacy of underlying assurance processes that indicate the degree of achievement of corporate objectives and the effectiveness of the management of principal risks.

f) To review the adequacy of policies and procedures for ensuring compliance with relevant regulatory, legal and conduct requirements.

Internal Audit

g) To review and approve the internal audit strategy and programme, ensuring that it is consistent with the needs of the organisation.

h) To oversee on an ongoing basis the effective operation of internal audit in respect of adequate resourcing, its co-ordination with external audit, meeting mandatory NHS Internal Audit Standards, providing adequate independence assurances, having appropriate standing within the Trust; and meeting the internal audit needs of the Trust.

i) To consider the major findings of internal audit investigations and management’s response and their implications and monitor progress on the implementation of recommendations.

j) To consider the provision of the internal audit service, the cost of the audit and any questions of resignation and dismissal.

k) To conduct an annual review of the internal audit function. External Audit

l) To ensure that the Governors’ Auditors Appointment Group are fully involved in the selection process for the appointment, reappointment or removal of the External Auditors.

m) To provide the Governor’s Auditors Appointment Committee with the necessary information and to enable them to make a recommendation to the Council of Governors in respect of the appointment, re-appointment and removal of an external auditor. To the extent that that recommendation is not adopted by the Council of Governors, this shall be included in the Annual Report, along with the reasons that the recommendation was not adopted.

n) To discuss with the external auditor, before the audit commences, the nature and scope of the audit, and ensure co-ordination, as appropriate, with other external auditors in the local health economy. This should include discussion regarding the local evaluation of audit risks and assessment of the Trust associated impact on the audit fee.

o) To assess the external auditor’s work and fees on an annual basis and based on this assessment, make a recommendation to the Council of Governors with respect to the re-appointment or removal of the auditor. This assessment should include the review and monitoring of the external auditor's independence and objectivity and effectiveness of the audit process in light of relevant professional and regulatory standards.

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p) To oversee the conduct of a market testing exercise for the appointment of an internal auditor at least once every five years.

q) To review external audit reports, including the annual audit letter, together with the management response, and to monitor progress on the implementation of recommendations.

r) To develop and implement a policy on the engagement of the external auditor to supply non-audit services.

s) To consider the provision of the external audit service, the cost of the audit and any questions of resignation and dismissal.

Annual Reporting

t) To review and approve the annual statutory accounts on behalf of the Board to determine their completeness, objectivity, integrity and accuracy. This review will cover but is not limited to:

the meaning and significance of the figures, notes and significant changes;

areas where judgment has been exercised;

adherence to accounting policies and practices;

explanation of estimates or provisions having material effect;

the schedule of losses and special payments;

any unadjusted statements; and

any reservations and disagreements between the external auditors and management which have not been satisfactorily resolved.

u) To review and approve the annual report and Annual Governance Statement on behalf of the Board

to determine completeness, objectivity, integrity and accuracy. v) To review all accounting and reporting systems for reporting to the Board of Directors, including in

respect of budgetary control. w) Standing Orders, Standing Financial Instructions and Standards of Business Conduct x) To review on behalf of the Board of Directors the operation of, and proposed y) changes to, the standing orders and standing financial instructions, the constitution, codes of

conduct and standards of Business conduct, including maintenance of registers. z) To examine the circumstances of any significant departure from the requirements of any of the

foregoing, whether those departures relate to a failing, an overruling or a suspension. aa) To review the scheme of delegation.

Other

bb) To review performance indicators relevant to the remit of the Audit Committee. cc) To examine any other matter referred to the Audit Committee by the Board of Directors and to

initiate investigation as determined by the Audit Committee. dd) To annually review the accounting policies of the Trust and make appropriate recommendations to

the Board of Directors. ee) To develop and use an effective assurance framework to guide the audit committee's work. This will

include utilising and reviewing the work of the internal audit, external audit and other assurance functions as well as reports and assurances sought from directors and managers and other investigatory outcomes so as fulfil its functions in connection with these terms of reference.

ff) To consider the outcomes of significant reviews carried out by other bodies which include but are not limited to regulators and inspectors within the health sector and professional bodies with responsibilities that relate to staff performance and functions.

gg) To review the work of all other Trust committees in connection with the Audit Committee's assurance function. In particular the respective roles and performance of the Audit Committee and

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the Quality and Safety Committee will be regularly reviewed to ensure that the Audit Committee primarily focuses in on the robustness of sources of assurance whereas the Quality and Safety Committee focuses in on the adequacy of the resulting assurances offered.

9. Inputs

Reports and plans as per agreed Committees work plan,

Key policies and documents relevant to clinical quality, safety, effectiveness and patient experience

Exception reports

Reports / formal correspondence from Regulators & key stakeholders

Delegated / transferred issues from Board and/or Board level Committees

10 Outputs

Minutes

Action log

Exception reports to the Board

Annual report to the Board on how the Committee has met its Terms of Reference and delivered on its work plan.

11 Closed Session

11.1 On specific occasions it may be necessary for the Audit Committee to meet in closed sessions. Where this is necessary the Chair will specifically approve that part of the meeting as closed. Attendance at the closed part of the meeting will be restricted to designated members of staff.

12 QUORUM

12.1 A quorum will consist of 50% +1 of membership, including the chair or vice chair for a decision making meeting. If not quorate the meeting can still take place but may not make decisions.

13 OTHER MATTERS

13.1 Members are authorised to appoint deputies to act on their behalf when they are unable to attend meetings of the committee. Deputies have no Voting rights.

13.2 Other Executive Directors and individuals who are deemed appropriate by the Committee shall be

invited to attend meetings or part of meetings as the Chairman of the Committee sees fit.

13.3 Other invitees will be at the discretion of the Chair to present on a specific topic, present a paper or for developmental purposes. (This may be internal or external to the organisation)

13.4 The Chair of the committee may agree that directors can participate in its meetings by telephone, video or computer link, participation in a meeting in this manner shall be deemed to constitute presence in person at the meeting.

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Process for monitoring compliance with terms of reference

See monitoring table below on page 6

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Monitoring Compliance with the Terms of Reference for Audit Committee

Aspect of compliance or effectiveness being monitored

Monitoring method

Individual responsible for the monitoring

Frequency of the monitoring activity

Group / Committee which will receive the findings / monitoring report

Group / Committee / individual responsible for ensuring that the actions are completed

Duties of the Group

Review of agenda items

Trust Secretary

Annually Board of Directors

Audit Committee

Reporting arrangements to the Trust Board

Review of Board agenda

Trust Secretary


Audit Committee

Membership, including nominated Deputy

Annual report

Trust Secretary


Audit Committee

Frequency of attendance by Members

Annual report

Trust Secretary


Audit Committee

Reporting arrangements into the higher level committee

Review of Board minutes

Trust Secretary


Audit Committee

Requirements for a quorum

Review of minutes

Trust Secretary


Audit Committee

Frequency of meetings

Review of minutes

Trust Secretary


Audit Committee

The monitoring of compliance for the Committee will be undertaken on behalf of the Trust by the Trust Secretary

ISSUE DATE

May 2016

REVIEW DATE

May 2017

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1. NAME

Finance and Investment Committee

2. PURPOSE

The Board of Directors has established a Finance and Investment committee for the purpose of

a) Providing detailed scrutiny of financial matters in order to provide assurance and raise concerns (if appropriate) to the Board of directors

b) Making recommendations as appropriate on financial matters to the Board of Directors c) Assessing and identifying risks within the finance portfolio and escalating this as appropriate

The Committee’s objectives are to

a) Advise the Chief Executive and Board of Directors on all aspects of finance b) Seek assurance in respect of financial performance and financial business planning c) Ensure corrective action has been initiated and managed where gaps are identified in relation to

risks. d) Scrutinise the Trust’s financial investment plans, investment policy and intended investment

decisions, including those relating to the Trust’s estate which the policy defines and requiring Board approval.


The Board of Directors has provided delegated authority to the Finance and Investment Committee to seek assurance in accordance with this terms of reference. It is authorised to seek the information that it requires from any employee and all employees are directed to co-operate with any request made by the Committee. The Committee is authorised by the Trust Board to obtain independent professional advice and to secure the attendance of people/organisations from outside the Trust. The Committee shall have a standing agenda item for matters delegated from the Trust Board.

4. REPORTS TO

Trust Board

5. MEMBERSHIP



FINANCE AND INVESTMENT COMMITTEE TERMS OF REFERENCE

2

Management Lead Director of Finance

In addition; two Non-executive Directors Chief Nurse/Director of Quality * Director of Strategic Development * (four Non-executive Directors, three Executive Directors) In Attendance Interim Director of Operations * Director for Community Services (Wigan) * Deputy Director of Finance Financial Controller Trust Secretary Council of Governors’ representative Invited as required Other staff will be invited as required by the Chair of the committee, in particular to agenda items in relation to transformation and improvement, contractual matters, estates or information technology. The Committee is open to all Non-Executive Directors to attend as observers. The Chief Executive will attend on a quarterly basis Individuals flagged with * are requested to send a deputy in the event of non-attendance

6. CONNECTIVITY


Cash sub-committee

IT Sub committee

Estates Sub committee


7.1 Meetings will take place monthly. 7.2 No less than 10 meetings are to be held within a calendar year. 7.3 Each member is to attend at least 75% of meetings within a calendar year

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The Committee will: The Committee will provide assurance, raise concerns (if appropriate) and make recommendations to the Board of Directors in respect of the Committee’s role in: Financial matters a) undertaking detailed scrutiny of monthly, quarterly and year to date financial information, including performance against the cost improvement programme; and the capital investment programme and cashflow

b) undertaking detailed scrutiny of the financial forward projections;

c) considering proposals for financial plans and estimates;

d) considering the annual budget for the organisation;

e) undertaking capital planning and financial strategy formulation/review Performance management f) receiving assurance from the Trust Directors Team in respect of divisional performance against:

annual budgets, capital plans and the cost improvement programme,

innovation and productivity plans,

commissioning for quality and innovation plans (CQUIN)

Annual Planning Process g) The Committee will consider the draft Annual Plan/Operational Plan which will be aligned to NHS Improvement’s strategic planning requirements and make recommendations on appropriate KPIs as part of the annual planning process.

h) The Committee will consider the Trust’s Business Plan. Contract negotiation and performance i) overseeing the negotiation of contracts with the organisation’s commissioners; j) receiving assurance from the Trust Directors’ Team, Divisions and Executive Leads in respect of the organisation:

meeting the contractual requirements and expectations of commissioners;

meeting the legislative / regulatory requirements of regulators and other bodies; in so far as they relate to the finance portfolio

Risk management and internal control k) Receive the relevant elements of the Board Assurance Framework and Corporate Risk Register and take lead responsibility for identified risks in respect of non-clinical and financial matters and standards:

receiving reports and assurance from the Trust Directors’ Team in respect of risks, considering the recommendations as appropriate from Executive Directors as to those risks which are significant and need to be included in the Board’s Assurance Framework and Corporate Risk Register,

receiving reports and assurance from Trust Directors’ Team in ensuring Divisional action plans mitigate risks and gaps in controls and assurance are implemented,

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assess any risks within the finance portfolio brought to the attention of the Committee and identify those that are significant for escalating as appropriate

l) work with the Trust Directors’ Team and assess and advise on the financial aspects of the Risk Management Strategy; Business cases m) In accordance with Standing Financial Instructions consider the recommendations of the Directors’ Team when considering business cases in respect of:

major service and strategic developments

replacement and / or new consultant or clinical posts submitted by the Trust Management Board. Commercial and Business Development n) considering proposals for Commercial and Business Development activities Information Technology o) considering proposals for Information Technology and seeking assurance on the Information Technology Strategy Estates and Assets p) considering proposals for Estates and Assets and seeking assurance on the Estates Strategy Quality q). Where a matter relating to finance has a significant quality implication the Committee will refer that matter to the Quality and Safety Committee

9. Inputs

Reports and plans as per agreed Committee’s work plan, in particular the monthly finance report

Key policies and documents

Exception reports from designated sub-groups



10 Outputs

Minutes

Action log



11 Closed Session

11.1 On specific occasions it may be necessary for the Finance and Investment Committee to meet in closed sessions. Where this is necessary the Chair will specifically approve that part of the meeting as

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closed. Attendance at the closed part of the meeting will be restricted to designated members of staff.

12 QUORUM

12.1 A quorum will consist of 50% +1 of core membership, including the chair or vice chair and one other NED for a decision-making meeting. If not quorate the meeting can still take place but may not make decisions.

13 OTHER MATTERS

13.1 Members are authorised and requested to appoint deputies to act on their behalf when they are unable to attend meetings of the committee. Deputies have no voting rights.






See monitoring table below on page 5

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Monitoring Compliance with the Terms of Reference for Finance and Investment Committee


Monitoring method





Duties of the Group









Annual report




Annual report








Review of minutes




Review of minutes



The monitoring of compliance for the Committee will be undertaken on behalf of the Trust by the Finance Department

ISSUE DATE

May 2016

REVIEW DATE

May 2017

1

1. NAME

Quality and Safety Committee

2. PURPOSE

The Board of Directors has established a Quality and Safety Committee for the purpose of

a) To promote and seek assurance on safe and effective clinical governance in the Trust. b) To ensure that the Trust is compliant with relevant national standards and statutory legislation. c) To promote continuous quality improvement in patient safety, clinical effectiveness and patient

experience, including the wellbeing and safety of Trust employees. d) To develop a Quality Governance Framework that is trust wide that is clearly understood by each

member of staff involved in delivering clinical services e) To identify risks to be escalated to the Board of Directors in accordance with the agreed assurance

and escalation procedure referenced within the Board Assurance and Escalation Framework.


3.1 The Board of Directors has provided delegated authority to the Quality and Safety Committee to seek assurance in accordance with this terms of reference

4. REPORTS TO

4.1 Trust Board

QUALITY AND SAFETY COMMITTEE TERMS OF REFERENCE

2

5. MEMBERSHIP



Management Lead Chief Nurse/Director of Quality

In addition ; Two Non-executive Directors Medical Director* (Four Non-executive Directors, two Executive Directors) In Attendance Director of Operations * Director of Community Services (Wigan)* Associate Chief Nurses (2) Associate Director for Quality Trust Secretary Council of Governors’ Representative Invited as required Other staff will be invited as required by the Chair of the committee, in particular to agenda items in relation to safeguarding, infection prevention and control, patient experience, risk management, medicines management, clinical audit. The Committee is open to all Board members to attend as observers. The Chief Executive will attend on a quarterly basis Individuals flagged with * are requested to send a deputy in the event of non-attendance

6. CONNECTIVITY


Clinical Governance Committee

Quality Impact Assessment Panel

Clinical review group


7.1 Meetings will take place monthly. 7.2 No less than 10 meetings are to be held within a calendar year. 7.3 Each member is to attend at least 75% of meetings within a calendar year

3


The committee will:

a. To oversee and scrutinise the effectiveness of the Clinical Governance sub-Committee.

b. To scrutinise the performance, adequacy and effectiveness of the Trust’s clinical governance processes including patient safety, clinical effectiveness and patient experience and compliance with relevant national standards and statutory legislation.

c. To ensure that the Trust effectively reviews and benchmarks all available information on quality, safety and patient experience, including KPIs and other metrics, clinical audit, outcomes of Board visits, serious untoward incidents, complaints and reports from external bodies.

d. Receipt and consideration of Whistleblowing / Raising Concerns and associated investigation activity

e. To review and approve key policies and documents relevant to clinical quality, safety, effectiveness and patient experience.

f. To review the adequacy, completeness and effectiveness of the Trust’s arrangements for learning lessons including analysis and synthesis of information, prioritisation and dissemination of findings and monitoring improvement.

g. To oversee and scrutinise the implementation of the Trust’s Quality Governance Framework.

h. Where appropriate, to escalate to the Board themes, trends and risks from SIs and incidents etc. and the Trust’s capacity to learn lessons.

i. To review and monitor the quality impact of cost improvement plans to ensure that processes are robust and effective and that risks to quality and safety are understood, considered, mitigated and monitored.

j. To refer activities and tasks to appropriate Board level Committees or Executive management as deemed appropriate by the Committee, having due consideration of the remit of those Committees and their work plans

k. To receive and accept delegated activities and tasks from the Board or other Board Committees by agreement

l. Review the adequacy of the Trust clinical audit programme and receive and review outcome/impact of clinical audits in relation to quality and safety

m. To hold executive directors to account for the quality and safety of the Trust’s clinical services and clinical risk management outcomes

n. To gain assurance of there being continuous improvement within clinical services

o. Ensure delivery and management of the agreed Committee work plan, building in at least an annual review giving consideration to the work plans of other Board level Committees

p. To make recommendations and escalate identified risks to the Board as considered appropriate by the Committee

9. Inputs

4

Minutes of the Clinical Governance sub- committee

Reports and plans as per agreed Committee’s work plan

Key policies and documents relevant to clinical quality, safety, effectiveness and patient experience

Quality impact assessments of Cost Improvement Programmes.




KPI performance reports

10 Outputs

Minutes

Action log



11 Closed Session

11.1 On specific occasions it may be necessary for the Quality & Safety Committee to meet in closed sessions (for example where there is a quality or safety issue relating to a specific individual or group). Where this is necessary the Chair will specifically approve that part of the meeting as closed. Attendance at the closed part of the meeting will be restricted to designated members of staff.

12 QUORUM

12.1 A quorum will consist of 50% +1 of core membership, including the chair or vice chair and one other NED for a decision making meeting. If not quorate the meeting can still take place but may not make decisions.

13 OTHER MATTERS

13.1 Members are authorised to appoint deputies to act on their behalf when they are unable to attend meetings of the committee. Deputies have no Voting rights.





Process for monitoring See monitoring table below on page 5

5

compliance with terms of reference

6

Monitoring Compliance with the Terms of Reference for Quality & Safety Committee


Monitoring method





Duties of the Group


Associate Director of Quality


Quality & Safety Committee







Annual report





Annual report










Review of minutes





Review of minutes




The monitoring of compliance for the Committee will be undertaken on behalf of the Trust by the Quality Governance Department

ISSUE DATE

March 2016

REVIEW DATE

March 2017

1

1. NAME

Workforce and Organisational Development Committee

2. PURPOSE

The Board of Directors has established a Workforce and Organisational Development Committee for the purpose of ;

a) Providing assurance to the Board on the development, implementation and effectiveness of the

Workforce, Staff Engagement, Learning and Development and Organisational Development strategies.

b) Assuring the Board that the implementation of the ‘people elements’ of the organisational strategy to develop a clinically led, locality-based organisation is well designed and operating effectively.

c) Providing assurance that the Trust is compliant with all Human Resources, legal and regulatory

requirements in line with the Trusts licence, employment legislation and bets practice.


The Board of Directors has provided delegated authority to the Workforce and Organisational Development Committee to seek assurance in accordance with this terms of reference. It is authorised to seek the information that it requires from any employee and all employees are directed to co-operate with any request made by the Committee. The Committee is authorised by the Trust Board to obtain independent professional advice and to secure the attendance of people/organisations from outside the Trust. The Committee shall have a standing agenda item for matters delegated from the Trust Board.

4. REPORTS TO

Trust Board

WORKFORCE AND ORGANISATIONAL DEVELOPMENT COMMITTEE

2

5. MEMBERSHIP



Executive Lead Director of Strategic Development

In addition; Two Non-Executive Directors Medical Director * Chief Nurse/Director of Quality* (four Non-executive Directors, three Executive Directors) In Attendance Director of Operations * Deputy Director of Workforce* Associate Director of Organisational Development * Head of Equality and Diversity Trust Secretary Council of Governors’ representatives – two staff Governors and one public Governor. A staff-side nominee shall be routinely invited to attend. Invited as required Other senior employees may be invited to attend by the Committee Chair, particularly when the Committee is discussing an issue that is the responsibility of that employee. The Committee is open to all Board members to attend as observers. The Chief Executive will attend on a quarterly basis.

6. CONNECTIVITY

6.1 Sub Committees reporting to this Committee : To be confirmed


7.1 Meetings will take place on a bi-monthly basis. 7.2 No less than six meetings are to be held within a calendar year. 7.3 Each member is to attend at least 75% of meetings within a calendar year.

3


The purpose of the Workforce and Organisational Development Committee is to:

a) To monitor, evaluate and champion the implementation of the organisational development and staff

engagement strategies including improvement and leadership programmes.

b) To monitor cases of Whistleblowing and escalate as appropriate to the Board. c) To monitor the implementation of the action plan from the annual staff survey. d) To monitor performance against the organisational objective to be a highly effective organisation with

empowered, highly skilled and competent staff. e) Approve the Trust’s annual workforce plan and monitor its implementation. f) Develop and monitor key Human Resources and Organisational Development performance indicators

and targets, identifying and escalating key issues to the Board, including sickness absence, bank and agency usage, vacancies, mandatory training and appraisals.

g) Oversee the development of strategic relationships with further and higher education institutions to

ensure the Trust is able to influence the supply of practitioners and professionals with the skills and competencies required by the organisation.

h) Ensure the Trust meets obligations for diversity and equality. i) Report all workforce related metrics. j) Receive reports and assurance concerning the annual flu vaccination. k) Monitor the effectiveness of staff health and wellbeing programmes, including the delivery of

Occupational Health services.

9. Inputs

Reports and plans as per agreed Committees work plan

Key policies and documents


Reports / formal correspondence from Regulators and key stakeholders


KPI performance reports

10 Outputs

Minutes

Action log



4

11 Closed Session

11.1 On specific occasions it may be necessary for the Workforce and Organisational Development Committee to meet in closed sessions. Where this is necessary the Chair will specifically approve that part of the meeting as closed. Attendance at the closed part of the meeting will be restricted to designated members of staff.

12 QUORUM

12.1 A quorum will consist of 50% +1 of core membership, including the chair or vice chair and one other NED for a decision-making meeting. If not quorate the meeting can still take place but may not make decisions.

.

13 OTHER MATTERS

13.1 Members are authorised to appoint deputies to act on their behalf when they are unable to attend meetings of the Committee. Deputies have no Voting rights.


invited to attend meetings or part of meetings as the Chair of the Committee sees fit.


13.4 The Chair of the Committee may agree that directors can participate in its meetings by telephone, video or computer link, participation in a meeting in this manner shall be deemed to constitute presence in person at the meeting.


To be included.

ISSUE DATE

July 2017

REVIEW DATE

July 2018

BOARD OF DIRECTORS - PUBLIC MEETING

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Welcome, Apologies and Previous Meetings

Apologies

Declarations of Interests in relation to items on the agenda

Minutes from the last meeting

Action Log

Any urgent items to be taken at the discretion of the Chair

Patient Stories/Spotlight on Services (on alternate months?)

Chief Executive's Report

Chairs Report including report from Council of Governors to Board

Integrated Performance Report - Quality/HR/organisational culture

Finance Committee Report

Strategy Development: Policy Formulation and Decision Making

Review of the Foundation Trust Membership Strategy

Updates on service improvement programmes

NHS Staff Survey Results

Regulatory and Compliance MattersBoard Assurance Framework - strategic and significant risks - Objectives/principle risks and risk

owners/sources of assurance/gaps in controls and assurance/action plans to

address gapsBoard Effectiveness Review

Corporate Governance Statement

Corporate Governance Assessment

Well led review

Operating Framework Review

Quarterly submission to Monitor - to note

Annual Plan and mid year review

2018BRIDGEWATER BOARD BUSINESS CYCLE 2017 - PUBLIC MEETING

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HEADINGS Q - Quality & Safety F - Finance & Performance S - Strategy & Planning R -Regulation & Compliance

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Final draft Annual Report - including Annual Governance Statement/Quality Report/annual

accounts

Receive report from the Audit Committee regarding Annual Accounts Compliance submission: Quality Report to be signed off for upload to NHS Choices

websiteFoundation Trust Licence Compliance

NHS Constitution Compliance

Committee Annual Reports - Quality and Safety and Finance and Investment

Annual Plan possible mid year review

Resolution to confirm the affixing of the common seal according to the Register of Seals

Information / data quality assurance framework

CQC Intelligent Monitoring Report

Register of Directors' Interests

Elections to Council of Governors (may also be ad-hoc reports following any unexpected vacancies.)

Independence of non executive directors? Will this be as part of effectiveness review

Other Matters

BAF issues

Telent Management Strategy and Succession Planning

Staff Survey and Action Plan

Leadership Strategy (devolved)

Estates Strategy

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BOARD OF DIRECTORS - CLOSED MEETING

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Apologies

Declaration of interests in relation to items on the agenda

Minutes of the previous closed meeting

Action Log

Any urgent items to be taken at the discretion of the Chair

Strategy and PlanningSign off of corp objectives/Board Assurance Framework, and later half year review of

progress

IT strategy and implementation

R & D strategy

IT Strategy

Nursing/Quality Strategy

HR/People/culture strategy

Engagement/Communications strategy

Estates strategy

Financial plan / Budget upcoming year

CIP Plans upcoming year

Regulatory and Compliance Matters

Review of the Terms of Reference for the Board and its Committees

Amendments to the Corporate Governance Manual, inc SFIs

Cycle of Board business/review

Annual Audit Committee Report and Annual Audit Letter for information

2018BRIDGEWATER BOARD BUSINESS CYCLE 2017 - CLOSED MEETING

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Finance and Performance

Quality and Safety

Board Matters

Annual Evaluation of the Board's Effectiveness

Board Activity and Performance

Board cycle for coming 15 months

Review of meeting

Resolution on the publication of Part 1 papers

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BOARD OF DIRECTORS - DEVELOPMENT BOARD

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THEMES AND EVENTS

BRIDGEWATER BOARD DEVELOPMENT MEETINGS 2017

QUALITY AND SAFETY COMMITTEE BUSINESS CYCLE 2018

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Apologies

Declarations of Interest in items on the agenda

Minutes of previous meeting

Action log

Any urgent items with the agreement of the Chair

Review of complaints file - provided at each meeting

Quality Dashboard

Report from the Clinical Governance Sub Committee

Infection Prevention and Control/Hygiene Code of Practice

Infection and Prevention Control Annual Report

Information Governance including compliance against IG toolkit

Clinical Audit

Safeguarding Assurance Report (Children and Adults)

CQC Compliance Report

Service Experience Report including lessons learned report

NICE Report

Incident Report

Corporate Risk Report

Equality and Diversity Report

Nursing/Quality Strategy

Health and Safety Strategy

Equality and Diversity Schemes Implementation Report

Accountable Officer Report - Controlled Drugs

QIA Reports?

Policy Schedule/database

Investigation Reports

QUALITY AND SAFETY COMMITTEE BUSINESS CYCLE 2018 2018

Medicines Management Report

Deep Dive Reviews

Quality Standards Report

Annual Governance Statement

Quality Report

PLACE Report

Annual Review of Committee Effectiveness

Review of meeting

Items for escalation to other Committees/Board

Risk Management Strategy

Medicine Management strategy (and improved components - policy etc)

Patient experience/involvement strategy

Carers strategy

End of Life Strategy

Midwifery Strategy

Supervision Strategy

Safeguarding Strategy

Any Other Business - updates from seminars and events on ad hoc basis

Internal Audit Action Plans

Receipt and Consideration of Whistleblowing/Raising Concerns

Lessons Learned process

Clinical Review Panel - to follow on from Quality and Safety Committee meetings

AUDIT COMMITTEE BUSINESS CYCLE 2017

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Apologies

Declarations of Interest in items on the agenda

Minutes from last meeting

Action log

Any urgent items with agreement of the Chair

MIAA Approval of Internal Audit Plan

MIAA Review of Internal Audit Progress Report

Review of Annual Accounts Progress

Agreement of External Audit plans and fees

Agreement of final accounts timetable and plans

Quality Accounts

Receipt of Annual Internal Audit Report and Director of Audit opinion

Annual Audit letter Review of audited annual accounts and finanical statements to include the Annual Governance

Report

Director Declarations of Interest

Review of losses and special payments

Private discussions with internal and external audit

Annual self assessment of Committee's effectiveness

Review Assurance Framework

Grant Thornton Update reports

AUDIT COMMITTEE BUSINESS CYCLE 2017

Review of other reports and policies - Grant Thornton - as appropriate - changes to standing orders,

standing financial instructions, changes to accounting policies, standing order waivers.

Produce annual Audit Committee report

Register of Interests report

Hospitality Register

Review of items from internal reports - MIAA

Review of items from external reports - Grant Thornton

Review of Terms of Reference

Accounting Policies

MIAA - Counter Fraud Update

MIAA - Counter Fraud Annual Plan

MIAA - Counter Fraud Annual Report

MIAA Counter Fraud Report of Outstanding actions

MIAA - report of Outstanding actions

Quality and Safety Committee reports - for assurance and note

Reports from Finance and Investment Committee meetings

Internal Audit Follow-Up Report (Bridgewater Report)

Discussion of arrangements with external and internal audit (with Council of Governors Audit Group)

Review of meeting

Items for escalation to Board/other Committees

FINANCE AND INVESTMENT COMMITTEE BUSINESS CYCLE 2017

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Apologies x x x x x x x x x x x x

Declarations of Interest in items on the agenda x x x x x x x x x x x x

Minutes from last meeting x x x x x x x x x x x x

Action log x x x x x x x x x x x x

Any urgent items with the agreement of the Chair x x x x x x x x x x x x

Director of Finance Update (as required)

Monthly Finance Report x x x x x x x x x x x x

East, West, Corporate

"Top 25" Action plans

CIP progress

Agency Usage

TIF Sub group report x x x x x x x x x x x x

QIA Process - Financial implications x x x x

Contracts Update, CQUIN, negotiation and performance x x x x x x x

Cash Sub Committee Report x x x x x x x x x x x

Better Payment Practice code

Capex Report

Capital Expenditure Update (YTD and forecast outturn)

Capital Plan

Internal Audit Action Plans x x x x

Information Technology Update x x x x x x x x x x x

IM & T Strategy group - implementation and reports x x x x x x x x x x x

EPR Roll out

Business Continuity Arrangements

Service Line Management Update x x x x

Estates Update x x x x x x

FINANCE AND INVESTMENT COMMITTEE BUSINESS CYCLE 2017/18

Procurement update x x x x x x

Annual Plan and Business Plan x x x x x

Annual budget setting x x x x x x x

Charitable Funds Report x x

Commercial Update x x x x x x x x x x x x

Commercial and business development proposals

Review of business cases for service or strategic developments x x x x x x x x x x x x

Consideration and approval of business cases

Board Assurance Framework and Financial Risk Register x x x x

Other Matters

Draft Performance Management Strategy (gap in control)

Business cycle x x x x x x x x x x x x

Annual Reviwe of Terms of Reference and Assessment of Committee Effectiveness x

Review of meeting x x x x x x x x x x x x

Items for escalation to Board and/or Committees x x x x x x x x x x x

COUNCIL OF GOVERNORS BUSINESS CYCLE 2018

COUNCIL OF GOVERNORS BUSINESS CYCLE 2017

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Apologies x x x x x x x

Minutes from last meeting x x x x x x x

Any urgent items with the agreement of the Chair x x x x x x x

Chairs Report x x x x x x x

Events calendar x x x x x x x

Training schedule x x x x x x x

Holding NEDs to account for performance of the Board

Receipt of summary of appraisals - annual

NED/Governor Committee Report - Finance & Investment x xx xx xx xx xx xx

NED/Governor Committee Report - Quality and Safety x xx xx xx xx xx xx

NED/Governor Committee Report - Workforce x x x x x x x

NED/Governor Committee Report - Audit x xx x x x

Audit Topic for Quality Account - annual

Reports for approval/receipt from governor groups - ad hoc

Update on business development/contracts/new business

Appoint/remove chair and non-execs (ad-hoc) Report from the Governors Appointments Committee regarding Annual review for Chair and Non-

Executive Directors

Representation of interests of members and the public

Events feedback from local groups (written report)

Strategic Developments/objectives in boroughs x

Staff governor feedback

Preparation for Annual Members Meeting

Receive annual accounts and report

Trust Planning Cycle

2017/18 - delivery - report back

2018/19 - planning for next year

2019/2020 - long term forward planning

Ad hoc matters

Amend constitution

Approve Appointment of CEO (ad-hoc)

Appoint/remove external auditor

Other duties as and when necessary

WORKFORCE COMMITTEE BUSINESS CYCLE 2017

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Apologies x x x x x x x x

Declarations of Interest in items on the agenda x x x x x x x x

Minutes from last meeting x x x x x x x x

Action log x x x x x x x x

Any urgent items with the agreement of the Chair x x x x x x x x

Director of People and Organisational Development report (as required)

Staff Engagement Champions (incl LIA) Update x x x x x x x x

Whistleblowing claims/cases x x x x x x x xMonitor performance against objective 'to be a highly effective organisation with empowered,

highly skilled and competent staff x x x x x x x x

Monitor key HR and OD metrics x x x x x x x x

mandatory training

Staff survey action plan x x x xReview workforce plan and monitor implementation (incl age profiles, integrated working,

workforce structure etc) x x x x

Equality and Diversity report x x x x

Health and wellbeing report x x x x

Delivery of OH Services x x x x

Payroll provider performance review x x x x

Annual staff survey campaign launch x

Annual staff survey results x

Flu campaign launch x

Flu vaccination numbers x x x

WORKFORCE COMMITTEE BUSINESS CYCLE 2017/18

Further and Higher Education x x x x

relationships

influence

placements etc

Internal Audit Action Plans x x x x

Board Assurance Framework and Risk Register x x x x x x x

Business cycle x x x x x x x x

Annual Reviwe of Terms of Reference and Assessment of Committee Effectiveness x

Review of meeting x x x x x x x x

Items for escalation to Board and/or Committees x x x x x x x x

bridgewater board date board part agenda item · 2019. 10. 30. · bridgewater board date board...

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