BOARD OF DIRECTORS. WELCOME AND OPENING COMMENTS The Chairman welcomed everyone to the meeting in particular Richard Jones and Hazel Richards.

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1 BOARD OF DIRECTORS Minutes of the meeting of the Board of Directors held on Tuesday 3 rd April 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 Diane Halsey, Company Secretary Jo Alker, Executive PA Richard Jones, Executive Director Adult & Community Services Executive Support Hazel Holmes, Designate Director of Nursing TB WELCOME AND OPENING COMMENTS The Chairman welcomed everyone to the meeting in particular Richard Jones and Hazel Richards. The Chairman noted the resignation of Belinda Weir and the Board recorded their thanks for all Belinda s input over the years. TB APOLOGIES AND DECLARATION OF INTERESTS No apologies for absence were received and declarations of interest were received from Derek Brown and Peter Ballard who had an interest in item TB TB MINUTES OF THE TRUST BOARD MEETING HELD ON 6 MARCH 2012 The minutes of the Trust Board meeting held on 6 th March 2012 were confirmed as a true and accurate record. TB DIRECTORS ACTIVITY The Director of Workforce and Organisational Development reported on a dinner that she and the Chairman had recently attended hosted by NHS

2 Northwest. The focus was international healthcare and it aimed to encourage Trusts to work with less developed countries to promote healthcare by staff secondments. It was made clear that the Trust could be interested subject to gaining clear agreement on shared learning objectives and also on the safety of the staff seconded. More information is needed before this could be taken forward. Consideration would be given to how this initiative could help us work in particular with the ethnic minority agenda in East Lancs. A Non-Executive Director commented on recent activity sitting on disciplinary panels and raised some points of clarity around the use of the Trust values as measures in such hearings. Discussion around appropriate use of values in staff discipline and in professional discipline and standards in general followed and the need to get the balance right was emphasised. Lessons learnt from the specific panels have been drawn out and shared with the managers concerned. The Director of Workforce and Organisational Development asked for any further reflections on the specific processes to be fed back to her. The Chief Executive advised the Board that she has recently been elected as Chair of the Comprehensive Clinical Research Network Board. TB PATIENT EXPERIENCE FEEDBACK This item was deferred until the next meeting in May. TB PARKWOOD HOSPITAL UPDATE The Chief Executive confirmed that the current paper being considered by the Board was still a work in progress and remained in draft and subject to exemption under the Freedom of Information Act (Section 22). The paper will be finalised following discussions and issued formally to the Board. She provided an overview of the progress in addressing the issues on Parkwood ward; significant progress has been made to the extent that the wards are now compliant with CQC standards but work continues to be progressed to improve the position further. There has been a range of action taken in relation to staff issues arising out of the investigation and in particular staff development. The Chief Executive explained that the focus of the discussion today was to consider the wider lessons learnt and the actions that are being taken Trust wide to ensure that there is no potential for a similar incident elsewhere in the Trust The Medical Director outlined the review process and the key findings specific to the unit, the Network and more widely the impact on the whole organisation. The underlying factors around culture, training, working practices, staffing levels, leadership, interaction with community services and estates and facilities management were explored in some detail. The issues that compounded these underlying factors and increased the pressures on the ward around in patient re-provisioning plans, acuity, change management processes and mechanisms, change in estates management provider were also noted. At Network level other issues were identified as contributing factors to the issues and in particular those around clarity of roles, standardisation of operating procedures and practices and preparedness.

3 Finally some issues around tactical planning at operational level relating to change management were noted. The Chair opened up the discussion to the full Board. Comments on the degree to which the apparent underperformance of some staff was known and how we would ensure that issues would be escalated in the future if the same circumstances came together were raised. Some of the issues were known but the key factor was the rapid escalation of the problems. A discussion followed around where the bar was set in terms of tolerance in meeting standards of care and the timescales for improvement in staff performance. Consideration was given to the working of the wider Mental Health system and the impact on the wards. The Board reminded itself of the issues raised around whether the Trust had sufficient Board and management capacity to deal effectively with all the change initiatives that the organisation is addressing. The need for focus on tracking and knowing outcome based measures of success which is much more focussed through the introduction of Enterprise Assurance Management was re-enforced to assure the board that the activity level was achieving the desired outcomes. The Board reflected on the extent to which they had been too accommodating in accepting a slower pace of change or action given the acknowledged pressures on the Trust and a lesson learnt must be that the Board must insist on timely response and ensure that the capacity is in place to deliver this. Perceived issues on the shift pattern were explored and it was advised that following a full and rigorous evaluation, the shift patterns themselves are not a problem but there are challenges around management and leadership in implementing the shift patterns. A discussion followed relating to the experience of the service users and, in particular whether the lessons learnt have been considered from the service user perspective and not just from the staff or organisational perspective. The substantial change in the provision of Mental Health services over the last 10 years was highlighted in the context of the impact that this has had on the changing roles and development of staff as roles move out of inpatient care to community and specialist roles. It was noted that the improvements in Mental Health care over that same 10 year period had also been significant and whilst there were clear issues around Parkwood many of the inpatient units within the Trust represent good practice. At the same time lessons around the Boards desire to ensure pace of change in pursuing the inpatient re-provision programme allowed an emphasis on the here and now to be less visible to the Board. A note of caution was raised to ensure that the Board retained perspective around addressing the specific issues at Parkwood in the context of the generality of good practice standards across the rest of the Trust, whilst continuing to understand the lessons learnt for continuous improvement and organisational development on the wider Trust footprint. The Chairman noted that this was an opportunity to get some really big improvements in the organisation and the Board needed to consider how it invests it's available resource to ensure that the benefits are realised and capacity is found to execute and deliver. The key drivers for improvement were identified and explored by the Board. Consistency of deployment of good clinical and management practice across the organisation is a key lesson learnt. The introduction of joint clinical and management leadership and accountability will reinforced much of this. Anecdotal examples of how issues are being appropriately escalated, investigated and resolved by

4 proactive and quality response were provided to illustrate that this works really well in parts of the organisation. Assurance was sought around how the standards are being set and by whom and how the Board can know and have confidence that whilst these specific areas are being addressed, other areas are adhering to the same principle. The recommendations specific to the issues at Parkwood were agreed but the Board determined to focus its time on the organisational learning that can be taken from this and a separate session had been arranged on 20 th April 2012 to consider how the Board receives its assurance around standards and that processes are in place to ensure improvement is driven through. TB DEVELOPING A CAPACITY MODEL TO SUPPORT THE INPATIENT TRANSITION PROGRAMME The Director of Service Delivery and Transformation highlighted some of the options for the future and provided an overview of where we are now from the paper and acknowledged that this was in the context of ensuring that the Trust continues to manage the present. It was noted that there are currently 374 beds open, in March 2013 there will be 290 beds in line with agreed plans and this will be ahead of the new facilities being available. For this to be implemented safely and effectively and for quality to be maintained, the transformation plan to manage this process is critical. The plan is clinically led and derived from a patient/user perspective. The requirement to get capacity planning aligned across all steps will underpin successful outcome of transition. A fit for purpose capacity management tool is being used and further developed to facilitate this to agree safe and quality led standards. Clinical leadership and engagement plays an important role in transformation and examples as to where this works well were outlined. The Director of Service Delivery and Transformation highlighted pressures on beds across the North West including the private sector which had been experienced in March. The Chief Executive confirmed that whilst the proposed bed numbers are being used as a planning assumption there is an understanding that if this proves to be incorrect then this will be addressed and there is a risk sharing arrangement in place to ensure that collectively the Trust and commissioners achieve the right outcome. Necessary changes in practice however need to be delivered and a healthy tension in capacity is a driver to achieve this but the Board were assured that this will not be at the risk of safety or service standard delivery. A discussion followed around occupancy targets and assurances that these will be achieved. The Director of Service Delivery and Transformation provided some further context on the validity of occupancy rate targets and the need to have some capacity in addition to the flex in community provision. Traditional models of 85-90% occupancy are less valid in a more flexible delivery model and further work is being undertaken on where this target should be set. He explained that for planning purposes we are working on 90%. The Medical Director added that capacity management issues are also dependent on getting the whole pathway model correct and in particular managing people before they get into crisis situations. This extends to the

5 whole system approach with primary care pathway management working effectively within the Trust. Assurance was sought on the extent to which transitional issues relate to capacity problems and the stable position in the new model. Whilst buildings will make a difference, the acceleration of new clinical practices and models of care are as important in delivering the revised model. The Chief Executive provided assurance around the processes now in place to drill down to ward and individual patient level to understand where issues may be. Consideration of how and when the Board are made aware of emerging issues was explored and opportunities to look with key partners at how risks are shared in executing the delivery of this across the whole system. The Board were assured about the robustness of thinking in the work underpinning progress in the transformation programme. TB INTEGRATED BUSINESS PLAN It was noted that the Integrated Business Plan was still in draft and subject to exemption under the Freedom of Information Act (Section 22). The Board discussed the draft Integrated Business Plan and provided input to the content and in particular to how the key deliverables and aspirations are identified and communicated with the timescales involved and how this is communicated Trust wide. The document was very detailed and whilst it is an informative document and can be an internal reference document a simpler and more strategic document with a milestone plan would be more appropriate for the purposes of Board Monitoring and general communication. TB OPERATING BUDGET 2012/13 The Director of Finance introduced his paper and explained the basis of the budget that was based on the assumptions agreed at the last Board discussion. Questions were raised around how the budget links to the delivery of key aspirations and objectives. The Chair confirmed that the detailed work underpinning the budget is considered in some detail as part of the CIP Sub- Group. Suggestions around provision for increasing capacity if needed to address some of the improvement plans were made. The Board noted that a plan-to-plan movements reconciliation would be helpful to understand the context of the budget and the Director of Finance agreed to circulate this outside of the meeting. The Board approved the budget. TB BRIBERY ACT The Director of Finance presented his paper on the Trust approach to countering fraud, bribery and corruption following the UK Bribery Act 2010 being enforced and explained that Deloitte had recently run a workshop to inform our approach to this matter. The outcomes from the workshop were

6 reviewed and the next steps outlined. The Board expressed their support of the approach and their commitment to the principles contained in the draft Board Statement. The Board endorsed the draft statement. TB CAPITAL FUNDING RISK ANALYSIS The Director of Finance highlighted to the Board the outcome of previous discussions and advised that the paper outlined the detail of a comprehensive set of the risks that had been identified, explaining the process proposed to consider those in relation to the preferred option. The Chief Executive reminded the Board of the capital programmes that the funding programme related to. She indicated that this does not take account of other schemes that will come on stream over the next 5-10 years. A Non- Executive Director confirmed that in his support role he had undertaken further and detailed analysis of the risks in order to assure himself so that he could in turn assure the Board and Council of Governors. He explained some of the factors that had led him to be assured about the preferred option recommended. Whilst there are risks associated with leasing it would be impossible to fund the entire programme from cash and or other forms of funding on Tier 1 & 2 loans. He highlighted the hidden cost of borrowing under these routes in particular the 3.5% capital charges, reduced VAT relief and the implication on maintenance. He confirmed that he had been working on the assumption that the Trust would want to deliver all of the plans that it had articulated and this ruled out all options other than JV or PFI. He went on to remind the Board of the advantages and disadvantages of each of these routes of financing in the context of the Trusts aspirations and the additional benefits of the JV outside of the financing for the Harbour and the flexibility around options in the future to review the funding options. The Board asked questions of clarity around some of the risks identified in the paper. Questions relating to the particular risks in viability of the chosen partner and the due diligence work that had been undertaken were explored and satisfied in full. Alternative views about the planning horizon that was realistically feasible in the current public economic environment were aired and the opportunity to develop preparedness and capacity for FT financing explored. The Director of Finance provided details of the potential funders that the Trust was in negotiation with to secure the necessary funding for the Harbour. Further detail about the cost of the money, whole life cost of the building and the timescales was debated in the context of risks and the quality aspirations. The Board approved authority to the Director of Finance to secure funding at a cost of up to 4m with a further authority to the Chairman and Chief Executive to agree a tolerance of a further additional 250k if required.

7 TB CIP SUB-GROUP The Chief Executive provided some background to the formation of the CIP working group and explained how it had evolved and could add value to the Board on a more permanent basis. Details of the work undertaken by the group to date had been reported to the Board and the Chief Executive explained that the paper set out the recommendations for the governance role of a sub-committee to take on aspects of this role and a change of name to Cost and Resource Effectiveness Committee as a formally established subcommittee of the Board. Terms of Reference were presented with the paper and the membership considered. The establishment of the Cost and Resource Effectiveness Committee under the presented terms of reference was approved and initial membership of the committee was confirmed as Steve Jones, Peter Ballard, Derek Brown and Chris Heginbotham. TB NHS NORTH WEST COMPARISONS The Chair gave some background to a discussion that took place at the recent NHS North West Chairs meeting and the work presented at the meeting around comparator data. It was noted that the information had not been shared with Chief Executives of the relevant Trusts or validated. The paper was being shared with the Board for information and to understand whether this is an indicator of the presentation of future league tables and how this may impact on our own data needs in the future. The Designate Director of Nursing provided some further background on an initiative about transparency pilots and the impact of this approach on patient health and experience. The Chair advised that this is an approach that is gathering some support to be potentially rolled out across other areas. TB NON-EXECUTIVE ROLES (DEPUTY CHAIR/SID) Derek Brown and Peter Ballard declared an interest in the discussion. The Chair advised the Board that the resignation of Belinda Weir had created a Non-Executive Director vacancy in the role of Deputy Chair. The Board discussed a proposal from the Chair to make appointments to Non-Executive Directors posts. It was agreed that the current Senior Independent Director, Derek Brown should be appointed as Deputy Chair and Peter Ballard, who had been shadow Senior Independent Director for several months, would be formally appointed Senior Independent Director. TB GOVERNANCE DECLARATION The Director of Finance provided the proposed statement to Monitor for approval by the Board. The basis of the statement would remain unchanged from the previous declaration even though the remedial action taken at Parkwood provided the basis for the Trust to believe that we are now compliant. However given that we had been working closely with the CQC it was felt prudent not to declare compliance in advance of their reassessment.

8 It is anticipated that the CQC will revisit within the next 6 weeks and following that visit then compliance would be declared, if it was likely that the visit would be much further out than that then the position on self-declaration would be revisited. TB TB TB TB CHAIRS REPORT The minutes of the Council of Governor meetings held on 23 rd November 2011 and 24 th January 2012 were circulated to the Board for information. INTEGRATED QUALITY AND PERFORMANCE REPORT The Integrated Quality and Performance Report was circulated to the Board for information and assurance. A comment was raised on the bed occupancy and length of stay not being included within the report and the Chief Executive confirmed that she would circulate the detail outside of the meeting. FINANCE REPORT The Director of Finance provided a monthly update to the Board for information. TIME AND DATE OF NEXT MEETING 9.30am, 1 st May 2012, Boardroom, Sceptre Point