Clare Panniker, Chief Executive. Andrew Stride, Corporate Secretary (BTUH)

Transcription

1 Meeting Title Mid and South Essex Acute Trusts Joint Working Board (meeting in public) Meeting Date 1st February 2017 Agenda No 5 Report Title Terms of Reference for the Joint Working Board Lead Executive Director Report Author Clare Panniker, Chief Executive Andrew Stride, Corporate Secretary (BTUH) Action Required Background / Context Decision X Discussion Monitoring Members are invited to approve a set of terms of reference for the Joint Working Board (JWB), comprising three Success Regime Committees (SRCs) to which each respective Trust Board has delegated a set of responsibilities. The attached draft has been produced in consultation with the Trust Chairs, the Chief Executive and the three Trust Secretaries. The content is consistent with the role of the JWB as outlined in the joint working agreement and the decisions of the Trust Boards to enter into the collaborative governance framework in December It is recognised that the terms of reference, along with all aspects of the governance framework, will evolve and need to adapt over time. There will be an opportunity to revise the terms of reference as part of the scheduled effectiveness reviews and as required. Members should note that an exercise to harmonise the Corporate Governance Manuals, particularly the Schemes of Delegation, between the three Trusts will commence shortly, led by the Chief Finance Officer. This will be invaluable in terms of providing the next level of working detail below the high level list of delegated and retained powers and responsibilities appended to the terms of reference. Timescale for Benefits to be Realised Immediate The Joint Working Board comprises a committee (known as the Success Regime Committee) of Basildon & Thurrock University Hospitals NHS Foundation Trust, the Success Regime Committee of Mid Essex Hospital Services NHS Trust and the Success Regime committee of Southend University Hospitals NHS Foundation Trust which meet in common.

2 Assessment of Implications Financial Does this proposal have revenue (recurrent or non-recurrent) implications for the Trusts? No Does this proposal have capital (recurrent or non-recurrent) implications for the Trusts? No If yes, can these implications be fully covered by existing budgets? Not applicable Risk Equality and Diversity Freedom of Information Other Implications Identified Recommendation Having an agreed set of terms of reference for the JWB in place from the first meeting onwards will mitigate the risk that the JWB will lose focus and become ineffective. This proposal has been subject to an equality analysis and there are no implications for groups with protected characteristics No exemptions apply (i.e., information is in the public domain) None The Joint Working Board is invited to: Approve the proposed terms of reference for the SRCs meeting together as the Joint Working Board Appendices N/A The Joint Working Board comprises a committee (known as the Success Regime Committee) of Basildon & Thurrock University Hospitals NHS Foundation Trust, the Success Regime Committee of Mid Essex Hospital Services NHS Trust and the Success Regime committee of Southend University Hospitals NHS Foundation Trust which meet in common.

3 Joint Working Board (comprising the Success Regime Committees of BTUH, MEHT and SUHT) Terms of Reference Purpose The following Trusts have agreed to work together as part of the Mid and South Essex Success Regime, whilst remaining independent statutory bodies : Basildon and Thurrock University Hospitals NHS Foundation Trust (BTUH); Mid Essex Hospital Services NHS Trust (MEHT); Southend University Hospital NHS Foundation Trust (SUHT). Each Trust has agreed to delegate to a Success Regime Committee (SRC) all functions that are both within its statutory power to delegate and that are suitable for delegation as a matter of good governance. These powers form appendix one to this document. When the SRCs of each Trust meet together (in common), they form the Joint Working Board (JWB). The JWB s primary purpose is to provide system leadership and to achieve strategic co-ordination on behalf of the three Trust Boards. A key aspect of JWB business will be to govern the in-hospital programme and associated workstreams of the Mid and South Essex Success Regime. As well as exercising the powers delegated by the Trust Boards, the JWB is a key component of the contract management function within the contractual joint venture between BTUH, MEHT and SUHT. Membership The membership of the JWB is identical to that of the SRC of each the Trusts, as agreed by the Trust Boards in December 2016 and as reflected in the contractual joint venture/joint working agreement between the Trusts. For ease of reference, the membership of each SRC comprises the following non-executive members: The Trust Chairman; Two non-executive directors from that Trust. The membership of each SRC also comprises the following joint executives, who are members of each Trust Board : Chief Executive; Chief Finance Officer; Chief Medical Officer; Chief Nursing Officer; Chief Transformation Officer; 1

4 Non-voting members of the JWB will be as follows : Chief Estates and Facilities Officer; Chief Information Officer; Chief Human Resources Officer; Managing Director of each Trust (three in total) Members are expected to prioritise attendance at JWB meetings. Deputies may attend by exception and with prior agreement from the Chair, provided that the deputy is appropriately briefed. Deputies will carry the voting right of the substantive member, provided that this is agreed in advance between the Trust Chair from the relevant Trust and the JWB Chair. Chairmanship The JWB will be chaired by an independent Chair, appointed from the pool of Chairs and NEDs from each Trust, using a competitive competency-based selection process assessed against skills and competencies within an agreed role profile. The JWB Chair will be required to step aside from his or her substantive role as a Trust Board member during his or her time as JWB Chair, with a right to return to that position at the end of his or her period as JWB Chair. By definition, the JWB Chair is not a member of either an SRC or the JWB. The JWB Chair will have no voting rights. The JWB Chair will be accountable to the Trust Chairs. Attendees and Advisors The Chair may invite any officer or member of the three Trust Boards or external advisers to attend JWB meetings for particular agenda items. Voting Rights As noted above, each SRC comprises 3 non-executive members (including the Trust Chair) and 5 executive members. In order to preserve the principle of a non-executive voting majority, the Chair and the non-executives will carry 2 votes each (making a total of 6 votes) in the event that a vote is required. Each executive member will carry one vote (making a total of 5 votes). In the event of a vote taking place at a particular meeting where the non-executives are not in a voting majority, the Chief Executive will declare which executives will be deemed voting members at that particular meeting and which will not. In the event that the Trust Chair is absent, he or she will mandate another NED member of the SRC to exercise his or her voting rights for that particular meeting. Quorum The quorum of each SRC is five members, including no fewer than two non-executive directors and two executive members. The JWB will be quorate when the SRC of each Trust is quorate. 2

5 Decision-Making The JWB itself cannot make binding decisions on behalf of the individual Trusts. This is because authority is delegated by each Trust to its own SRC only. In order for a decision of the JWB to be binding on a particular Trust, there must be a majority vote by its own SRC within the JWB meeting. For avoidance of doubt, a decision of the JWB can only be made when each of the SRCs meeting in common as the JWB vote in favour of that decision, i.e., there is unanimity between the SRCs. A decision of the JWB will constitute contractual obligations on each trust. Where contractual commitments are not fulfilled, any of the three Trusts who suffer financial loss as a result are entitled to seek to recover these costs from the Trust(s) responsible for the loss. Delegated Authority In December 2016, each Trust Board agreed to delegate a set of decisions and governance responsibilities to its SRC which meets in common with the SRCs of the other Trusts to form the JWB. The schedule of delegated powers and responsibilities forms appendix one. For ease of reference, those powers and responsibilities which are reserved to the Trust Boards forms appendix two. The list of delegated and reserved powers can be amended by each Trust Board at any time. The Trust Boards commit to undertaking any amendments to the schedules in discussion with each other and identically wherever possible in order to maintain the functionality and efficiency of the JWB as part of the collaborative governance framework. Meeting Frequency, Venue and Duration The JWB will meet on a monthly basis, normally on the first Wednesday of each month. Meetings will be scheduled for three hours. The venue will be rotated between hospital sites, where it is practical to do so, to maximise convenience for colleagues across the three Trusts. Video and teleconferencing facilities will be made available wherever possible to minimise travel time and expense. Accountability and Reporting Arrangements The JWB will report and be accountable to the Trust Boards. This will be achieved by the following means : Receipt of a comprehensive formal report from the JWB to each Trust Board meeting; Receipt of JWB minutes at the meeting of each Trust Board; The members of each SRC are, by definition, also members of their Trust Boards and will provide reports as required on the work of the JWB; Receipt of a formal report from the JEG; In between Trust Board meetings, the Secretariat and the JWB Chair will produce a monthly headline summary of key messages to be circulated to Trust Board members to ensure their knowledge of recent JWB business is maintained. The JWB receives assurance about the operational delivery of the Trust from the Joint Executive Group (JEG). The JWB also receives assurance with regard to quality, patient safety and financial 3

6 performance and financial governance from the quality and finance sub-committees of each Trust which meet in common. Administrative arrangements Administrative support will be provided to the JWB by the Secretariat. The agenda will be drawn up by the JWB Chair and the Chief Executive, working with the Trust Chairs and the Secretariat. Monitoring compliance and effectiveness The effectiveness of the JWB will be reviewed as part of the programme of effectiveness reviews of the collaborative governance framework / contractual joint venture as agreed by the Trust Boards in December This will include : An initial review at the end of the shadow period of operation to allow for adjustment on significant issues. This would take place after three monthly cycles of business; A formal review after six months of operation; An external review by RSM Risk Assurance (or similarly qualified and independent body) after 9 months of operation. The oversight committee will oversee the review arrangements on behalf of the Trust Boards. Draft terms of reference dated 27 th January

7 Appendix One Powers and responsibilities to be delegated to the Joint Working Board (through the SRCs) Class of Duty Power / responsibility Comments Composition and conduct of the Board, its committees and amendments to Constitution Appointment and removal of the Chief Executive Appointment and removal of executive directors Board meeting sufficiently frequently to properly discharge its responsibilities in relation to financial management and continuous improvement of services Committee of NEDs (aka RemNom), also requires approval of Council of Governors Needs involvement from Chair, CEO and NEDs Establishing and constituting an Audit Committee and a Quality Committee Challenge and support by NEDs to executives A/Cs must comprise NEDs at least one of which has financial experience Embedded throughout Board and sub-committee structure 5

8 Class of Duty Power / responsibility Comments Regulatory and legal compliance Submitting reports and returns to the Regulator Ensuring compliance with the Duty of Candour Receipt of the annual audit report from the external auditors Review of the annual Delegated in practice to the Audit Committees governance statement Submission of board minutes and other information to the Council of Governors Ensuring the Trust has adequate information governance policies and procedures Fiduciary duties Ensuring the safeguarding of public funds and conducting business as effectively and efficiently as Still requires oversight from Board in practice Forward planning possible Publishing objectives of the organisation Ensuring that the Trust has access to the required resources to provide services 6

9 Appendix Two Powers and responsibilities to be reserved to the Trust Boards Class of Duty Composition of the board and amendments to Constitution Power / responsibility Approving a constitution that sets out all the powers of the Trust to be exercised by the Board of Directors Amending the constitution with agreement from more than half of the members of the Council of Governors and the Board of Directors Ensuring that the Board of Directors is constituted properly in accordance with the law in terms of executive and non-executive directors and in terms of appropriate balance of skills Fiduciary duties Conflicts of interest Affixing of seal Health and safety Regulatory and legal compliance Ensuring that all directors exercise their fiduciary duties Identifying, managing and approving conflicts of interest amongst board members Responsibility for affixing the Trust s corporate seal Directors criminal liability for health and safety and data protection offences and corporate manslaughter Ensuring compliance with the Provider Licence with NHSI /CQC in terms of quality, patient safety, financial governance and management, probity and corporate governance etc Approval of the annual report and accounts Forward planning Joint Working Board Approval of the annual financial plan Approval of the quality strategy Receiving and action upon quarterly reports from their SRC as part of the JWB 7