BOARD OF DIRECTORS. APOLOGIES AND DECLARATION OF INTERESTS Apologies were received from Richard Jones and confirmation of quoracy was given.

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1 BOARD OF DIRECTORS Minutes of the meeting of the Board of Directors held on Tuesday 6 th March 2012 PRESENT: IN ATTENDANCE: Steve Jones, Chair Peter Ballard, Non-Executive Director Derek Brown, Non-Executive Director Chris Heginbotham, Non-Executive Director Mark Hindle, Director of Service Delivery and Transformation Sam Jones, Non-Executive Director Joanne Marshall, Director of Workforce and Organisational Development Max Marshall, Medical Director Prof Heather Tierney-Moore, Chief Executive Patrick Sullivan, Director of Nursing Dave Tomlinson, Director of Finance Teresa Whittaker, Non-Executive Director Belinda Weir, Non-Executive Director Diane Halsey, Company Secretary Jo Alker, Executive PA Dr Elizabeth MacPhie, Consultant Rheumatologist Jane Burke, Assistant Company Secretary Tom Lawman, Governor Mark Lunney, Governor TB WELCOME AND OPENING COMMENTS The Chairman welcomed everyone to the meeting in particular two of the Trust s Governors, Tom Lawman and Mark Lunney and Dr Elizabeth MacPhie who would deliver the presentation on Rheumatology Services. TB APOLOGIES AND DECLARATION OF INTERESTS Apologies were received from Richard Jones and confirmation of quoracy was given. Declarations of interest were received from Dave Tomlinson and Derek Brown who had a non-pecuniary interest in Red Rose Corporate Services which formed part of the discussion under TB TB MINUTES OF THE TRUST BOARD MEETING HELD ON 2 FEBRUARY 2012 The minutes of the Trust Board meeting held on 2 nd February 2012 were confirmed as a true and accurate record.

2 TB DIRECTORS ACTIVITY The Chief Executive provided feedback to the Board on the outcome of the launch of the Dignity Report. She explained that the press response had focussed on 2 of the 43 recommendations made which did not provide the appropriate context for their comments however, the coverage received was encouraging and it had been well received by Government and the care home and health sector. The Board noted that the consultation would last for a month and then the final report would be published. Non-Executive Director, Peter Ballard advised the Board that he had recently attended an NHS Confederation Conference and fed back on the presentations heard, in particular those relating to pay structures and pensions. He recommended that the Board should identify some time to consider this in the context of the competitive nature of future markets and business models. The Director of Workforce and Organisational Development confirmed that she was part of a working group looking at alternatives and highlighted some of the risks and opportunities that this presents. A discussion followed on the complexity of the situation and how Commissioners will make decisions which indicated a much wider debate that needed to be held in partnership with key stakeholders including staff. TB RHEUMATOLOGY SERVICES The Director of Service Delivery and Transformation provided an overview of the provision of the Rheumatology Services and explained how Lancashire Care acquired the service in the context of the considerable problems that the service had previously experience. He highlighted a number of these historical difficulties including systems and governance issues but more particular the impact on patient care. Since acquisition, considerable change has been made in staffing and the service and over a 15 month period the service has been transformed and continues to be improved. The Director of Service Delivery and Transformation explained that this had been a good example of how Commissioners and Providers can work together effectively to solve difficult situations. From 2011, the new service was led by Dr Elizabeth MacPhie and she gave a presentation to the Board on the treatment of Rheumatology and the current service provision. This included the changing model of care in this area and the lean towards self-management. She explained the interaction with the QIPP agenda and the national standards of care. Dr MacPhie outlined the historical staffing issues which had been addressed and additional resource and management support that had been put in place to address clinical risk ensuring a safe and quality service is provided.

3 The presentation detailed the work around innovation, clinical governance, compliance with NICE guidelines, and engagement with stakeholders including GPs, acute hospitals and patient support groups. The presentation also identified productivity and efficiency gains in the system and the resulting financial and time savings. Dr MacPhie explained to the Board that challenges still remain around understanding workloads, recording activity and costing models. In conclusion it was noted that this service was now being promoted as a flagship service nationally and attracting interest from professional and sector bodies and commissioners. The benefits being realised as a result of the changes were highlighted and noted by the Board. The Chairman thanked Dr MacPhie on behalf of the Board for the thought and work put into the transformation of the Rheumatology Service. Questions were raised around the limited geographical provision and the risks as well as the opportunities being explored with industry partners and the safeguarding against conflict of interest and potential issues under the Bribery Act were raised. Assurances were provided around the control and mitigation aspects relating to these areas. A further discussion took place around the potential for further growth geographically and exploration about opportunities for joint working alliances in an increasingly competitive environment. Dr MacPhie explained that the focus was on patient experience and early and collaborative discussion with pathway partners was being explored. Examples of the sort of failings in patient care experienced in the previous regime were provided and assurances given in relation to any potential for latent liability that may have transferred to the Trust provided. In response to a question, the benefits realisation from stronger relationships with GP commissioners in terms of reputation management and the further work being progressed in Preston and Chorley later this month was outlined as was the challenge around the measurement of a viable service in the PbR model and in the absence of other benchmarks. The Board questioned why things had gone wrong under a previous regime and considered what were the learning points from turning this service around. The Board asked the Director of Service Delivery and Transformation to commit his thoughts on this in writing. The Board noted the strong leadership shown in this area and the commitment of the team. Dr Elizabeth MacPhie left the meeting

4 TB CAPITAL FUNDING COMPARISONS The Director of Finance and Derek Brown, Non-Executive Director noted their interest in this item as Directors of Red Rose. The Director of Finance reminded the Board of the previous discussion on funding for the Harbour and outlined the proposal being brought back following those discussions. He outlined the funding requirements across the whole of the Trusts development plans up to 2019 which equated to c 190m and the Tier 1 and Tier 2 options that may be available. Questions were raised around the cost of borrowing and effectiveness of securing levels of borrowing without leases was considered. The impact on financial risk rating and the ability to move the Harbour forward in the required timescales was explored in the context of the approval process for Tier 2 funding. Options around using cash and Tier 1 funding without joint venture involvement were also debated in detail and the restrictions that this may have on any further development needs requiring cash. The Director of Finance identified the risks in the options available. The benefits of the JV were discussed again to remind the Board of the strategic position that it will play in the financing of the long term capital project and enabling the Trust to stay within the prudential borrowing limit (thus avoiding any potential breach of Authorisation). KPMG had been asked to confirm that this form of borrowing would remain off balance sheet based on current rules. They had confirmed that subject to the final and formal terms of any facility this was the appropriate accounting treatment. The need to progress Tier 2 and other routes of funding against other schemes was emphasised and this would be progressed. Having considered the options available at this time in the context of the expenditure plans and the risks and opportunities that all these present in detail, the Board confirmed their general agreement to the proposition as set out in the paper as the most viable option for progressing the Trust strategic plans, i.e. to use leasing judiciously as a key element of the funding strategy. It was noted that before the lease was signed, legal and financial advice would be provided to the Board, independent of the Director of Finance or Derek Brown, Non-Executive Director who are also directors of the JV involved in the lease arrangement. It was noted that their directorships were non-pecuniary and representing the Trusts interest in the JV. The Director of Finance confirmed that he would circulate the advice from KPMG which details the risks of changes to accounting treatment and the other risks and mitigations identified. The Director of Finance would provide a full analysis of risks to the Board.

5 The Board approved the proposition in principle, subject to final documentation being prepared and independent assurances received prior to signing any contract. A special meeting will be convened to approve proposals. TB QUALITY STRATEGY The Medical Director presented the revised Quality Strategy and highlighted the principle which is to make it easier to do better and to remove barriers to quality improvements. He explained that this was dependent on good data collection, data sharing, supporting action, implementing controls and monitoring activity. The Medical Director explained that the second aspect of the strategy is to ensure that everyone who would be instrumental in delivering it understands it and that it is effectively communicated across the Trust. The Chief Executive noted that the investigation into the CQC visit to Parkwood would capture some of the fundamentals of the strategy in the action plan moving forward. The Director of Service Delivery and Transformation provided an illustration of how it is intended that this would link to the EAM process of assurance. Some points were raised about the emphasis of some aspects of the wording of the strategy in relation to inspections. The Board welcomed the concept of the quality map and urged this to be developed as soon as possible. Jane Burke joined the meeting TB BOARD ASSURANCE FRAMEWORK The Company Secretary presented the Board Assurance Framework (BAF) for the quarter. She outlined the review process to date citing the new arrangement integrating the operational risk management process through the Executive Risk Registers with the strategic risk management review process. A working group of the Board consisting of Non-Executive Directors, Executive Directors together with the Company Secretary and Assistant Company Secretary had met to undertake a detailed review of the outcome of the risk identification process and to evaluate the effectiveness of controls and assurances in place. The working group was working group was recommending the BAF presented to the Board. A new 3D modelling tool which introduced proximity into the Board level risk profiling was introduced and the Assistant Company Secretary outlined some of the other development aspects of the tool that were being considered. Comments on further developing this reporting format were noted. The Board explored the nature of the risks presented in some detail and considered the potential impact of control failures in the context of risk size, proximity and the

6 Boards risk appetite. Risks that had been escalated since the last report were noted in particular as was the downgrading of risks due to improved control and assurance environments. The Board approved the Board Assurance Framework. Jane Burke left the meeting TB FINANCIAL BUDGET AND CIP 2012/13 The Director of Finance presented the Financial Budget and CIP 2012/13 and highlighted the key points of the report. The underlying position at the end of the year was noted but he confirmed that further detail of the breakdown would be circulated outside of the meeting. The impact of future income and CQUIN was outlined together with the position relating to continued pressures and developments. The Board discussed the level of CIP needed to achieve a 1% surplus. Further work on the detail of some of the schemes was still required and confirmation from the Medical Director and Director of Nursing that the schemes will not adversely impact quality or safety. The Director of Finance explained the financial position was strong and the Board felt the plan was achievable but questions were raised around the maximum capacity for efficiency and it was noted that this was an iterative process and continuous improvement was being sought. The Director of Finance advised that this was proposed for purposes of planning at this stage. The Director of Finance explained that the draft annual business plan, which would contain the story board of intentions, priorities and objectives would be presented in April. The Board would need to review the quantum of the headroom required in the plan once the full detail had been finalised and the nature of any investment that the Board would want to make in order to enhance or accelerate quality or service delivery improvement or strategic progress. The work that the CIP Sub-Group was progressing was very much focussed on the cost effectiveness of changes proposed and schemes put forward. The Chief Executive explained that the detailed work of the CIPs Sub-Group would be presented at the next meeting which would demonstrates the process that has been undertaken in the detailed review of the schemes. TB QUARTERLY WORKFORCE REPORT The Director of Workforce and Organisational Development circulated the Quarterly Workforce Report to the Board and questions were raised around how the development of targets could be included in future reports now that the data collection and structures were on a single system. The Director of Workforce and Organisational Development provided a summary of the work

7 that was ongoing in this area and some of the challenges that the Trust faced in benchmarking effectively as we are no longer just a Mental Health Trust. In response to a question on training and organisational development, the Director of Workforce and Organisational Development provided assurances around the historic and forward targets on PDRs and the issues with data collection. She outlined the new arrangements for 2012/13 which will eliminate the problems and provide a more objective view of the position. Once the new process was in place there would be a zero tolerance stance on 100% compliance. TB TB CHIEF EXECUTIVE REPORT The Chief Executive s Report was circulated to the Board for information and assurance. GOVERNANCE REPORT The Director of Nursing presented his Governance Report to the Board and provided further clarification around the actions arising out of the Accountable Officers Report in relation to some specific actions and acknowledged that these were not adequately reflected in the report. The Chief Executive confirmed that there was currently a review of reporting being undertaken in this area and it was expected that this would lead to improvements to future reporting formats and content. A question was raised in relation to bed occupancy and length of stay and the Director of Service Delivery and Transformation provided explanations around some of the complexity and factors that influenced or impacted this and the actions being taken to address any risks or pressures. The Chief Executive outlined some of the challenge processes on the bed modelling that were taking place and the advice and assurances that were being provided to her around the long term improvements in demand and patient flows. Once the work around this was complete, the Board would see this as a thematic review on the agenda. TB TB SUI QUARTERLY REPORT The Director of Nursing presented the SUI Quarterly Report and a question was raised around the level of fractures reported and a further explanation was provided by the Medical Director. The report focussed on determining themes from a statistical analysis and whilst the figures were not significant the spike in numbers had prompted a review to ensure that there were no underlying causes or themes and that this was just a natural statistical spike that was emphasised by the small number of the reported sample. CHAIRS REPORT The minutes of the Council of Governors meetings held on 23 rd November 2011 and 24 th January 2012 were circulated to the Board for information.

8 TB TB TB TB USE OF THE COMMON SEAL The Board noted that the Common Seal had been used three times since the Board meeting on 1 st November INTEGRATED QUALITY AND PERFORMANCE REPORT The Integrated Quality and Performance Report was circulated to the Board for information and assurance. FINANCE REPORT The Director of Finance provided a monthly update to the Board for information. TIME AND DATE OF NEXT MEETING 9.30am, 3 rd April 2012, Boardroom, Sceptre Point