SOMERSET PARTNERSHIP NHS FOUNDATION TRUST STRENGTHENING GOVERNANCE ARRANGEMENTS. Report to the Trust Board 24 May 2016

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1 R SOMERSET PARTNERSHIP NHS FOUNDATION TRUST STRENGTHENING GOVERNANCE ARRANGEMENTS Report to the Trust Board 24 May 2016 Sponsoring Director: Author: Purpose of the report: Key Issues and Recommendations: Director of Governance and Corporate Development Director of Governance and Corporate Development The attached report sets out proposals for the revision of governance arrangements within the Trust to ensure that we respond to the findings of the Care Quality Commission (CQC) findings and recommendations; the internal audit and review of risk and governance systems and the revised operational structure in place since the full implementation of Integration Phase 2 (IP2). The proposals include: the establishment of divisional governance units responsible for management of local quality assurance, quality improvement and risk, using quality and performance dashboards based on key metrics at practitioner, service and divisional levels; the review of functions of the Clinical Governance to oversee thematic reviews of clinical practice and policy and to undertake bi-annual reviews of each division s governance performance; the establishment of a SIRI and Mortality Review, in line with national guidelines; the abolishment of the Regulation Governance, with dedicated governance groups for Our People ; Patient and Carer Experience and Health, Safety, Security and Estates reporting direct to a newly constituted Quality and Performance Committee; the revision of responsibility for the Finance and Performance Committee to oversee finance and investment of trust resources. Strengthening Governance Arrangements May 2016 Public Board - 1 -

2 R establishment of a Board level sub-committee responsible for Mental Health Legislation, taking on the responsibilities of the former Mental Health Legislation together with oversight of Mental Health Act Managers; revised surveillance monitoring of performance and quality through the Senior Management Team and the Executive Team; revised risk management systems and processes for monitoring and overseeing the mitigation of risks. A schematic of the revised structure is attached at Appendix 1 to the report. Draft terms of reference for the new and reconstituted Board Sub Committees are attached for approval. Actions required by the Board: The Board is asked to consider and approve the revised structure and terms of reference and the proposed changes to strengthen the governance systems of the Trust. Strengthening Governance Arrangements May 2016 Public Board - 2 -

3 R SOMERSET PARTNERSHIP NHS FOUNDATION TRUST STRENGTHENING GOVERNANCE ARRANGEMENTS 1. INTRODUCTION AND PURPOSE 1.1 The purpose of this report is to set out proposals for strengthening our governance arrangements in response to issues identified: as a consequence of the reconfigured Operational Directorate, following the implementation of Integration Phase 2 (IP2); by the Care Quality Commission (CQC) during their comprehensive inspection of the Trust; and by the Integrated Governance Committee, Audit Committee and the Trust Board as part of the trust s ongoing review of the effectiveness of its governance systems. 1.2 The report sets out proposals for a revised governance structure and actions to develop further the governance systems within the Trust to support ward to board assurance and effective quality improvement. 2. BACKGROUND IP2 2.1 In 2015/16 the Trust began the implementation of the IP2 proposals with the reconfiguration of the Operational Directorate and the establishment of five divisions: East Division; West Division; Mental Health Inpatient, Crisis and Specialist Care Services; Children, Young People and Families; Countywide Specialist Services. 2.2 As part of the reconfiguration the Trust also agreed revisions to the clinical professional structures for nursing and allied health professionals. Strengthening Governance Arrangements May 2016 Public Board - 3 -

4 2.3 In November 2015, the Medical Director also launched a consultation on reconfiguring the clinical leadership structure for doctors within the Trust. CQC Comprehensive Inspection 2.4 In September 2015 the CQC undertook a comprehensive inspection of the Trust and published its final report in December This followed the publication of a Warning Notice under Section 29a of the Health and Social Care Act in relation to serious failings in the Trust s Community Learning Disability Services. 2.5 The report stated: the trust s governance systems failed to identify adequately key issues that allowed it to assess, monitor and improve the quality and safety of services provided. understanding of governance systems and their application was patchy across the services variation in the management of risks, which were not consistently identified, effectively managed, or shared between local teams and senior management Risks identified on the risk registers did not always reflect risks facing the trust. We found inconsistency across the trust in how local risk registers were used to record and escalate risks to the divisional and corporate risk register. There was [sic] clear indications of an urgent training need in relation to assessing and managing risks, for frontline and managerial staff. The trust governance systems had failed to identify the level of risk in the community learning disability services that we identified on inspection. however: The executive team had commissioned audits of some of the risk and governance systems and were committed to implementing change. However, the new governance framework and dashboards were at an early stage of implementation and therefore it was too early to assess its impact Governance Review 2.6 In September 2015 the Trust commissioned an audit of its risk management systems in line with its newly published Risk Management Strategy. The audit reported that: Strengthening Governance Arrangements May 2016 Public Board - 4 -

5 R The Trust has a clear and robust governance infrastructure for ensuring there is a Ward to Board escalation process for risks. This includes management challenge and review of risks at divisional and organisation wide committees However: There is a lack of clarity amongst Heads of Division about when risk assessments are required, who feel this often duplicates large elements of the data already held within the risk registers. The provision of advanced risk management training is inconsistent and there is a lack of understanding in the application of the risk scoring mechanics at the local service level. There are large variances between target risk scores and current risk scores potentially indicating the Trust is overly ambitious. 2.7 On 4 December 2015, the Chairman and Chair of the Integrated Governance Committee met with members of the Executive Team to review the findings of the CQC and other sources and agree key principles and proposals for strengthening the governance arrangements within the Trust. 2.8 On 9 December 2015 these proposals were considered and agreed by the Integrated Governance Committee. 2.9 The Trust has undertaken a review of best practice across the NHS, including engagement with Trusts identified as outstanding by the CQC in the Well Led domain The Trust also commissioned an external assessment of its plans which was carried out by Sue Hooton OBE, Professor of Nursing and Quality Improvement and IHI Graduate Advisor and reported on 31 March The proposals have been shared and reviewed by the Board, the Council of Governors, Heads of Division, Operational Management Team and the Senior Managers Operational. The proposals have also been shared and discussed with Somerset Clinical Commissioning. 3. KEY PRINCIPLES 3.1 The key principles agreed to inform the consideration about ways in which the Trust s clinical and corporate governance arrangements should be strengthened included: Strengthening Governance Arrangements May 2016 Public Board - 5 -

6 integrating clinical governance as far as possible into the everyday functioning of services and the newly configured operational divisions; the process of assurance should be as direct as possible, with the fewest number of steps and clear lines of reporting and accountability; individuals directly involved in the governance system should have clearly defined roles; all groups and their meetings should have clearly defined purposes and appropriate membership, reducing duplication of reporting and monitoring and supporting ownership of risk and governance; wherever possible there should be a triumvirate leadership between a managerial leader, a medical professional leader and a nursing/allied health professional leader recognising the importance of this inter-relationship; revised governance arrangements should be supported by effective information and quality performance systems at trust, division, service and practitioner level; recognising that quality assurance and quality/service improvement, whilst connected, are not the same thing and the Trust needs consider investment in quality improvement; recognising the importance and benefits of external benchmarking, peer review and calibration of best practice; changes in governance need to be supported by cultural change as identified by the Board and CQC. 3.2 In addition, the following principles were agreed during the review process: there should be a formal place for governors and/or patient and carer representatives on all governance groups to ensure that the patient and carer voice is heard; governance groups will take ownership of Board approved Trust strategies and will monitor and report to the Quality and Performance Committee or the Finance and Investment Committee on progress against key annual performance indicators for each strategy. Strengthening Governance Arrangements May 2016 Public Board - 6 -

7 R 4. PROPOSALS FOR A REVISED GOVERNANCE STRUCTURE 4.1 This report focuses on the changes to the governance and reporting structure, particularly in relation to quality assurance. In this respect, the following actions to strengthen the governance arrangements are proposed: Schematic Diagram 4.2 The schematic diagram attached as Appendix 1 sets out in broad terms the inter-relationships between the Trust Board, Board Sub Committees, Governance s and Divisional Governance s. 4.3 The more detailed diagrams at Appendix 1a 1f show the relationships in relation to quality assurance, clinical governance; corporate governance; and surveillance of performance and risk. Definitions 4.4 Board Assurance Committees (shown edged pink on the simplified schematic) are established by and accountable to the Board with delegated responsibility to fulfil the responsibilities of the Board in relation to governance and assurance. They are chaired by a Non Executive Director and report direct to the Board. Minutes of the meetings are published with Board papers. 4.5 Governance s (shown edged blue on the simplified schematic) are established by the Board and accountable to the relevant Board Sub Committees. Governance s are responsible for developing and overseeing the implementation of operational strategies and the operational policies to support them. Governance groups also provide assurance to the Quality and Performance within their areas of responsibility. They are chaired by Executive Directors. 4.6 Divisional Governance s (shown edged purple on the simplified schematic) are established by the Operational Directorate and accountable to the Clinical Governance for quality assurance. They are chaired by Heads of Division, supported by senior medical and nursing/allied health professional leads, together with HR and information support. 4.7 This report focuses on revised structures for: Quality Assurance; Operational Surveillance; Risk Management and Escalation. Strengthening Governance Arrangements May 2016 Public Board - 7 -

8 5. QUALITY ASSURANCE Divisional Governance 5.1 The Operational Directorate will establish a divisional governance structure which will ensure that service level quality assurance is monitored and reviewed on a systematic basis. 5.2 There will be four Divisional Governance s, led by Heads of Division and supported by divisional medical leads and nursing/allied health professional leads, which will be responsible for assuring the quality and safety of the services within the divisions. These will be: East and West*; Mental Health Inpatient, Crisis and Specialist Care Services; Children, Young People and Families; Countywide Specialist Services. * This joint governance meeting will ensure that service level governance is maintained (e.g. across community hospitals, older people s services and community health services for adults) 5.3 The roles of these s will include (but not be limited to) receiving reports on and monitoring: quality assurance (as identified by a divisional quality dashboard); patient safety (reviewing SIRIs, incidents, investigations, infection control, safeguarding etc.); patient experience (reviewing complaints, PALS, patient and carer feedback); effectiveness (reviewing outcomes, internal and clinical audits); risks and the development and implementation of action plans to mitigate them (including regular review of the divisional risk register and escalation of risk where necessary and appropriate); identify opportunities for learning from these reports to be shared across services and the wider operational directorate; identifying best practice (internally and externally) for promotion and sharing across the division, directorate and wider Trust. Strengthening Governance Arrangements May 2016 Public Board - 8 -

9 R 5.4 The s will include as members relevant clinical professional leads and divisional information, HR and other support roles to ensure appropriate support and challenge. 5.5 The s will report by exception to the clinical oversight groups (Infection, Prevention and Control; Safeguarding Adults and Children; Medicines Oversight). 5.6 The will present a detailed presentation and assurance report twice a year, via their Chairs and clinical leads, to the Clinical Governance (CGG). The CGG will receive monthly exception reports together with cross-cutting reports on high clinical risk areas, SIRIs and the Quality Improvement Plan initiatives. Service Level Monitoring 5.7 We will develop a quality dashboard, identifying key quality performance measures for each service which will be reported to the Divisional Governance s. These will include focus on care planning, clinical risk assessment and patient outcome measures. 5.8 Individual practitioner quality assurance will be supported through clinical supervision and the implementation of caseload zoning. 5.9 Each service will set up its own governance arrangements to support the Divisional s in line with the pilot arrangements established within the Community Learning Disability Service Governance s Clinical Governance 5.10 The Clinical Governance (CGG) is responsible for oversight of clinical effectiveness, clinical risk management, practice standards, patient safety, patient experience, infection control, safeguarding, medicines management and resuscitation and will receive quarterly exception reports from the groups responsible for these areas. It will be chaired by the Director of Nursing and Patient Safety and co-chaired by the Medical Director The will also agree each year the focus for high risk clinical areas and will monitor these together with progress against the Trust s Quality Improvement Plan, including the Quality Accounts priorities The will develop and oversee implementation of a Patient Safety Innovation and Quality Improvement Strategy and will identify key annual performance indicators against which it will report to the Quality Assurance Committee The will receive a bi-annual presentation from each Divisional Governance, providing information and assurance in relation to Strengthening Governance Arrangements May 2016 Public Board - 9 -

10 quality assurance and quality improvement and allowing a deep dive into services within the relevant divisions The will report bi-monthly to the Quality and Performance Committee against agreed key performance indicators, highlighting areas of risk and good practice. SIRI and Mortality Review 5.15 In line with revised national guidance, the SIRI Review will be reconstituted to include review of patient mortality information. A monthly report on incidents will continue to be made direct to the Board and the will report quarterly on themes and risks to the Quality and Performance Committee. It will be chaired by the Medical Director The will develop and oversee implementation of the Suicide Prevention Strategy and will identify key annual performance indicators against which it will report to the Quality and Performance Committee. Our People 5.17 We will establish a new group responsible for staff and staff experience, reporting direct to the Quality and Performance Committee The will oversee the development and implementation of an Organisational Development Strategy, workforce planning information, learning and development and staff experience, including the staff survey. The will identify key annual performance indicators against which it will report to the Quality and Performance Committee. It will be chaired by the Director of Workforce and Organisational Development. Patient and Carer Involvement 5.19 The Patient and Public Involvement will be re-constituted as the Patient and Carer Involvement and will report direct to the Quality and Performance Committee The will oversee the development and implementation of the Communications and Patient and Public Involvement Strategy, the Membership Strategy and the Equality Delivery System and will identify key annual performance indicators against which it will report to the Quality and Performance Committee. It will be chaired by the Director of Governance and Corporate Development. Health and Safety, Security Management and Estates 5.21 The Health, Safety and Security Management will be reconstituted to incorporate estates and medical devices assurance The will oversee the development and implementation of the Estates Strategy, the Health and Safety Strategy and the Security Strengthening Governance Arrangements May 2016 Public Board

11 R Management Strategy and will identify key annual performance indicators against which it will report to the Quality and Performance Committee in relation to issues affecting patient, public and staff safety. It will be chaired by the Director of Governance and Corporate Development. Caldicott and Information Governance 5.23 The Caldicott and Information Governance will continue to function in line with its current terms of reference The will oversee the development and implementation of the Information Management and Technology Strategy, the Information Governance Strategy, the Records Management Strategy, the Incident Response Plan and the Information Governance Toolkit and will identify key annual performance indicators against which it will report to the Quality and Performance Committee in relation to issues relating to patient, public and staff safety It will be chaired by the Director of Governance and Corporate Development and co-chaired by the Director of Finance and Performance (as the Senior Information Risk Owner). Organisational Level Governance Quality and Performance Committee 5.26 The Integrated Governance Committee will be re-established as the Quality and Performance Committee. The Committee will provide regular exception report to the Board identifying risks and best practice, as well as minutes for publication. The Committee will meet bi-monthly between public Board meetings The Quality and Performance Committee will report every six months to the Audit Committee to provide assurance on the risk management and internal control systems in place and will identify routinely any areas where it considers additional external assurance is required in relation to quality and patient safety The Quality and Performance Committee co-ordinates the individual operational strategies of the Trust to provide assurance to the Board concerning the quality of the services undertaken and provided by the Trust. The Committee will receive reports covering three areas: risk, performance and quality assurance (including the Corporate Risk Register and Assurance Framework and quality and performance dashboards); external reports and reviews (including CQC, PHSO, internal and external audit, relevant national and regional reports); Strengthening Governance Arrangements May 2016 Public Board

12 exception reporting from governance groups in relation to quality performance, based on identified key performance indicators The Quality and Performance Committee will triangulate performance information with clinical governance (patient safety, clinical effectiveness and patient experience) and workforce data to provide oversight of the quality of trust services. The Committee will oversee the Trust s Corporate Risk Register and will monitor progress against action plans to mitigate identified risks upon the register Revised terms of reference are included as Appendix 2. Finance and Investment Committee 5.31 The Finance and Performance Committee will be re-established as the Finance and Investment Committee and will monitor all performance aspects relating to financial resources that is, finance and investment, including Treasury Management, Capital Planning and IM&T The Committee will extend its monitoring to include business development, service development and innovation and will review decisions in relation to significant financial transactions and business opportunities The Committee will co-ordinates the Trust s financial and investment strategies, including the estate strategy, IM&T strategy, business development strategy and the medium term financial plan to provide assurance to the Board concerning the quality of the services undertaken and provided by the Trust. The Committee will meet at least quarterly Revised terms of reference are included at Appendix 3. Audit Committee 5.35 For foundation trusts, the requirement to have an Audit Committee is set out in Monitor s Code of Governance The Audit Committee fulfils the statutory function to provide independent assurance to the Board concerning the governance of the Trust Where the Audit Committee identifies risks arising from internal or external audit, these should be referred to the Quality and Performance Committee for monitoring of their management through the governance structure The Audit Committee will oversee the Trust s Assurance Framework. It should assess whether the objectives are suitably strategic and clearly defined. Strengthening Governance Arrangements May 2016 Public Board

13 R 5.39 The Audit Committee will agree and develop in year - the annual internal audit plan on the basis that it addresses the risks identified in the Assurance Framework and provide objective assurance to the Board that the Trust is addressing the risks to achieving its strategic aims The Committee will continue to meet at least quarterly. Mental Health Legislation Committee 5.41 We will establish a new Board Sub Committee focused on compliance and monitoring of our approach to Mental Health Legislation, including the Mental Health Act, Mental Capacity Act and Deprivation of Liberty Safeguards (DoLS) This Committee will provide regular exception report to the Board identifying risks and best practice, as well as minutes for publication The Committee will meet quarterly. Draft terms of reference are attached as Appendix OPERATIONAL SURVEILLANCE 6.1 We will ensure effective ongoing monitoring of quality and performance by developing data and information informing quality and performance dashboards at team, service and divisional level. This has been developed with front line staff working with information, performance and clinical support. 6.2 Each divisional governance group will undertake regular surveillance monitoring and areas of concern will be raised and reviewed at the weekly Operational Management Meeting and escalated, where appropriate to the weekly Executive Team meeting. 6.3 The Executive Team will undertake a weekly review of performance information to identify risks and agree mitigation and management plans. 6.4 Monthly quality and performance surveillance will be undertaken by the reconfigured Senior Management Team who will refer issues direct to the Board via members of the Executive Team and monthly through the Chief Executive s Report to the Board. 7. RISK MANAGEMENT AND RISK APPETITE 7.1 The Trust has an established Risk Management Strategy and Policy which sets out how risks are identified, assessed, managed and Strengthening Governance Arrangements May 2016 Public Board

14 mitigated. Risks are recorded and managed at three levels within the organisation: Team and Service Level low level risks (scored 10 and below on the risk matrix); Divisional and Governance Level medium level risks (scored 11 14); Corporate Level high level risks (scored 15 and above). 7.2 Each Division will develop and maintain a Divisional Risk Register which will be monitored regularly through the Divisional Governance s. These will be informed by service and team level risk registers. 7.3 Each Governance will maintain a Risk Register in relation to risks to achieving the strategies for which they are responsible. These will be monitored regularly at its meetings and risks that require escalation will be incorporated into the Corporate Risk Register. 7.4 The Corporate Risk Register will be reviewed and monitored by the Executive Team and the Senior Management Team and presented to the Quality and Performance Committee and the Board on a quarterly basis. 7.5 We will implement a revised Risk Management Strategy and Policy to clarify these processes and identify resource to support the training and development of understanding of risk assessment and risk management for staff and managers within teams, services and divisions. 7.6 We will also review the Trust s risk appetite and develop and risk appetite statement that reflects this. This will include consideration of the appropriate levels at which risks are managed and mitigated and action plans monitored. 7.7 A revised strategy and policy, including the risk appetite statement, will be presented to the Board in July Strengthening Governance Arrangements May 2016 Public Board

15 R 8. RECOMMENDATION 8.1 The Board is asked to consider and approve the revised structure and terms of reference and the proposed changes to strengthen the governance systems of the Trust. DIRECTOR OF GOVERNANCE AND CORPORATE DEVELOPMENT Strengthening Governance Arrangements May 2016 Public Board

16 Links to Strategic Themes: Quality and Safety X Innovation Viability and Growth Service Delivery Integration Culture and People X Links to the Assurance Framework: Links to the NHS Constitution and Trust Values: Working together for patients Respect and dignity Commitment to quality of care X Compassion Improving lives Everyone counts Links to CQC Domains: Is it safe? X Is it caring? Is it well-led? X Is it effective? Is it responsive to people s needs? Equality: Revisions to the governance structure are intended to support identification and management of risk and impact in relation to all protected characteristics Z Age X Disability X Gender re-assignment X Marriage and Civil Partnership Pregnancy and maternity X X Race X Religion or Belief X Sex X Sexual Orientation X Learning Disabilities X Strengthening Governance Arrangements May 2016 Public Board

17 R Legal or statutory implications/ requirements: Public/Staff Involvement History: Previous Consideration: Monitor Risk Assurance Framework; Monitor Code of Governance; CQC Essential Standards The proposals for strengthening governance were first considered at the CQC Quality Summit in December They have been shared with Heads of Division and senior managers and discussed within services and teams. They have also been shared with Trust Governors and with Somerset Clinical Commissioning. The proposals for strengthening governance were considered at the CQC Quality Summit in December 2015 and at the Integrated Governance Committee in January Further updates were considered at the Board meetings in March and April Strengthening Governance Arrangements May 2016 Public Board

18 Appendix 1 Board Governance Structure Board Assurance Board and Statutory Sub Committees Quality and Performance Oversight Operational Management & Quality Surveillance PINK ORANGE BLUE PURPLE TRUST BOARD Council of Governors Remuneration and Terms of Service Committee Audit Committee Quality and Performance Committee Finance and Investment Committee Mental Health Legislation Committee Executive Team Caldicott and Information Governance Our People Clinical Governance SIRI and Mortality Review Patient and Carer Involvement Health, Safety, Security and Estates Senior Management Team Mental Health Inpatients, Crisis and Specialist Services Children, Young People and Families Countywide Specialist Services East and West Operational Management

19 Appendix 1a Quality and Performance Structure TRUST BOARD Council of Governors Quality and Performance Committee Caldicott and Information Governance Our People Clinical Governance (SIRI) and Mortality Review Patient and Carer Involvement Health, Safety, Security and Estates

20 Appendix 1b Clinical Governance Structure Clinical Governance Clinical Policy Review Suicide Prevention Resuscitation Medicines Oversight Clinical and Social Care Effectiveness Safeguarding Adults and Children Infection Prevention and Control Best Practice s Mental Health Inpatients, Crisis and Specialist Services Children, Young People and Families Countywide Specialist Services East and West

21 Appendix 1c Our People Structure Our People Workforce Utilisation Learning and Development Voicebox Health and Wellbeing

22 Appendix 1d Patient and Carer Involvement Structure Patient and Public Involvement PPI Best Practice League of Friends Forum Equality and Diversity Forum Voluntary Sector Forum Triangle of Care Steering

23 Appendix 1e Health, Safety, Security and Estates Structure Health, Safety, Security and Estates Local Health Resilience Partnership Security Management Medical Devices Estates and Facilities Tactical Planning Estates Management Facilities Management Fire Safety Carbon Reduction and Sustainability

24 Appendix 1f Caldicott and Information Governance Structure Caldicott and Information Governance Cyber Security Information Communication Technology Information Asset Owners IM&T Operational

25 APPENDIX 2 1. Constitution QUALITY AND PERFORMANCE COMMITTEE TERMS OF REFERENCE 1.1 The Board hereby resolves to establish the Quality and Performance Committee (the Committee). 2. Membership 2.1 The Committee shall be established by the Board, in accordance with the Constitution, and shall consist of: Four Non-Executive Directors of the Board, appointed by the Trust Chairman Medical Director Director of Nursing and Patient Safety Director of Governance and Corporate Development Chief Operating Officer Director of Finance and Business Development Director of Human Resources and Workforce Development Associate Director of Strategic Planning and Performance Deputy Director of Nursing and Patient Safety Head of Risk Nominated Governor(s) 2.2 One of the Non-Executive Director members will be appointed Chairman of the Committee by the Chairman of the Trust. 2.3 The Chairman of the Committee shall nominate a Deputy Chairman to act in his/her absence. 3. Attendance 3.1 There is a standing invitation for the Chief Executive and Chairman and Trust Governors to attend the Committee meetings as observers. All other Non-Executive Directors also have a standing invitation to attend the Committee meetings. They will be able to contribute to the discussions but will not be able to vote. 3.2 All members should attend a minimum of five meetings per year and Executive Directors may send a nominated deputy. In addition, other directors, senior managers and advisers will be invited to attend as and when required. 3.3 Attendance will be recorded within the minutes of each meeting and monitored annually. 1

26 4. Quorum 4.1 A quorum shall be at least six members who shall include: the Chair or Deputy Chair of the Committee two other Non-Executive Directors the Medical Director or the Director of Nursing and Patient Safety and; at least one member with a clinical background 5. Frequency of Meeting 5.1 Meetings shall be held at least six times a year. 6. Authority 6.1 The Committee is a committee of the Board and has no executive powers, other than those specifically delegated in these Terms of Reference. 6.2 The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to cooperate with any request made by the Committee. 6.3 The Committee may require the attendance at its meetings of any officer of the Trust and the production of any document. 6.4 The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. 7. Duties 7.1 The duties of the Committee are as follows: enabling the Board to obtain assurance that high standards of care are provided by the Trust and, in particular, that adequate and appropriate governance structures, processes and controls are in place throughout the Trust to: - promote safety and excellence in patient care - identify, prioritise and manage risk within the Trust - ensure the effective and efficient use of resources through evidence based clinical practice 2

27 - protect the health and safety and wellbeing of Trust employees ensuring that the Trust is compliant with and delivers: - legal and statutory requirements - our agreed quality objectives and clinical standards - quality standards required by Monitor and the Care Quality Commission - risk management standards review and implementation of a Risk Management Strategy for the effective identification, assessment, mitigation and monitoring of risk within the Trust review and implementation of strategies for: - Patient Safety and Quality Improvement - Performance - Organisational Development - Communications and Patient and Public Involvement - Equality and Diversity - Health and Safety - Security Management - Incident Response - Suicide Prevention ensuring effective arrangements are in place to assure high standards of clinical governance, clinical effectiveness, management of clinical risk, practice standards and patient safety ensuring effective arrangements are in place to ensure that Care Quality Commission registration, requirements and outcomes are delivered and that Monitor governance requirements are met in full overseeing the development and implementation of effective systems to ensure that the views of patients and carers are central to the provision and development of services, so that services are responsive to the needs of these individuals ensuring that Information Governance regulatory requirements (NHS Information Governance Toolkit) are met and ensuring compliance with the law and NHS standards ensuring that effective arrangements are in place to secure the availability of a competent and appropriately qualified workforce to deliver healthcare for the Trust overseeing and monitoring the development of effective Emergency Planning and Business Continuity Planning arrangements 3

28 identifying learning from Serious Incidents Requiring Investigation (SIRIs) and other incidents and ensuring they are shared across the Trust and implemented to improve patient safety and patient experience ensuring the effectiveness of policies and procedures 7.2 The Committee will perform these duties by: reviewing and scrutinising the Corporate Risk Register, to ensure that risks are appropriately assessed, monitored, prioritised, and that effective controls and risk treatment plans are in place to mitigate the risks identified; reviewing the Assurance Framework and ensuring that risks identified that impact on the achievement of organisational objectives are identified, assessed and managed; monitoring in-year performance and corrective action by executive directors and consider further actions Trust Board should take to ensure quarterly/annual targets are achieved ensuring that the Trust has appropriate performance objectives and a robust strategy for delivering them reviewing performance plans for suggestions and proposals for actions for discussion/agreement by the Trust Board. monitoring implementation of annual action plans in relation to Trust strategies for improving patient safety, clinical effectiveness and patient experience monitoring the results of the Staff Survey and progress in implementing related action plans receiving quarterly reports from its sub-groups, in accordance with agreed key performance indicators in relation to the operational strategies listed above: identifying new risks and/or progress on action plans for managing existing risks rated at 15 or above in accordance with the Trust s Risk Management Policy and Procedure receiving a six monthly report from the Head of Risk on risks identified and rated below 15 which are monitored in Divisional or Governance Risk Registers 4

29 receiving and analysing reports on SIRIs within the Trust and reports from external agencies to identify lessons learned and ensure these are effectively communicated across the Trust receiving reports on Business Continuity and Emergency Planning exercises ensuring, by monitoring processes, that improvements to systems and processes are enabled, recognising the value of a systematic approach in preventing, analysing and learning from all aspects of patient safety incidents, information governance and Caldicott breaches, claims and complaints receiving quarterly reports on patient experience reviewing and scrutinising the Quality Improvement Plan and progress against the Annual Quality Accounts priorities 8. Accountability and Reporting Arrangements 8.1 The Committee Chairman shall provide a written report to the Board after each meeting and draw to the attention of the Board any issues that require disclosure to the full Board, or require executive action. 8.2 The Quality and Performance Committee meetings will be formally recorded and the ratified minutes will be submitted to the next meeting of the Trust Board. 8.2 The Committee will report to the Board annually on its work in support of the Trust s adherence to statutory and regulatory compliance, the integration of governance arrangements. 8.3 The Chair of the Committee will report six monthly to the Audit Committee to provide assurance on the systems for risk management and internal control in place within the Trust. 8.4 The Committee shall be administratively supported by the Secretary to the Board who shall be solely responsible to the Chair of the Committee when undertaking work for the Committee. 9. Subgroups 9.1 The Committee shall receive quarterly reports from each of its subgroups. These are: Clinical Governance SIRI and Mortality Review Patient and Carer Involvement Our People 5

30 Caldicott and Information Governance Health, Safety, Security and Estates 10. Monitoring of Effectiveness 10.1 The effectiveness of the Quality and Performance Committee shall be monitored by the Board through its regular reporting and an annual assessment The Board shall also evaluate the effectiveness of the Quality and Performance Committee through its internal audit programme and its Annual Governance Statement. 11. Review 11.1 The Committee will review these Terms of Reference at least annually The Committee will present the Terms of Reference to the Board for approval. 6

31 APPENDIX 3 1. Constitution FINANCE AND INVESTMENT COMMITTEE TERMS OF REFERENCE 1.1 The Board hereby resolves to establish the Finance and Investment Committee (the Committee). 2. Membership 2.1 The Committee shall be established by the Board, in accordance with the Constitution, and shall consist of: Four Non-Executive Directors of the Board, appointed by the Trust Chairman Director of Finance and Business Development Director of Governance and Corporate Development Associate Director of Business Development Deputy Director of Finance Head of Estates Head of IM&T 2.2 One of the Non-Executive Director members will be appointed Chairman of the Committee by the Chairman of the Trust. 2.3 The Chairman of the Committee shall nominate a Deputy Chairman to act in his/her absence. 3. Attendance 3.1 There is a standing invitation for the Chief Executive and Chairman and Trust Governors to attend the Committee meetings as observers. All other Non-Executive Directors also have a standing invitation to attend the Committee meetings. They will be able to contribute to the discussions but will not be able to vote. 3.2 All members should attend a minimum of five meetings per year and Executive Directors may send a nominated deputy. In addition, other directors, senior managers and advisers will be invited to attend as and when required. 3.3 Attendance will be recorded within the minutes of each meeting and monitored annually. 4. Quorum 4.1 A quorum shall be at least four members who shall include: 1

32 the Chair or Deputy Chair of the Committee two other Non-Executive Directors the Director of Finance and Business Development or the Deputy Director of Finance and; 5. Frequency of Meeting 5.1 Meetings shall be held at least four times a year. 6. Authority 6.1 The Committee is a committee of the Board and has no executive powers, other than those specifically delegated in these Terms of Reference. 6.2 The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to cooperate with any request made by the Committee. 6.3 The Committee may require the attendance at its meetings of any officer of the Trust and the production of any document. 6.4 The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. 7. Duties 7.1 The duties of the Committee are as follows: To consider and keep under review the Trust s medium term financial strategy, in relation to both revenue and capital and risk To review proposals for major business cases and investment decisions and their respective funding sources and make recommendations to the Trust Board, in accordance with Monitor Guidance To maintain an oversight of, and obtain assurances on, the robustness of the Trust s key income sources and contractual safeguards To scrutinise financial performance and review any areas of concern and report to the Board To review and make submissions to Monitor as necessary on behalf of the Board 2

33 To scrutinise the systems and controls around the development and delivery of the Trust s five year productivity programme, providing assurance to the Board on the effectiveness of those controls. To review major procurements and tenders To commission regular reviews of the Trust s key contracts with suppliers and partners to ensure they continue to deliver benefits for the Trust and its patients To approve and review the Trust s treasury management and working capital policy annually or as required To review and monitor progress against the capital plan through highlight reports and project plans To review the financial aspects of aspects of the Estates Strategy and ensure that that appropriate funding arrangements are in place To approve and review, on behalf of the Trust Board, the Trust s investment strategy and policy and maintain an oversight of the Trust s investments, ensuring compliance with the policy, 7.1 The Committee will perform these duties by: Reviewing and monitoring the performance of the Trust both in respect of its main financial targets and with regard to the requirements to operate effectively, efficiently and economically as a going concern and the Trust s financial performance against its key national and local targets. This will include making effective use of internal/external benchmarking information Monitoring and coordinating all strategic investment planning for the Trust assuring the Trust Board that all departments are aligned with trust overarching strategy and interdependencies/overlaps are considered. (this includes investment in Business development and buildings) monitoring in-year financial performance and corrective action by executive directors and consider further actions Trust Board should take to ensure quarterly/annual targets are achieved monitoring implementation of annual action plans in relation to Trust strategies for cost improvement, estates, information management and technology 3

34 reviewing financial and capital programme information on a quarterly basis in the event that the Trust should bid for new healthcare business the proposal will be reviewed by the Committee before submission to the Board where required under the provisions of the Standing Financial Instructions for all non-pay contracts which require approval by the Board under the provisions of the Standing Financial Instructions, the Committee will review the proposals before presentation to the Board. Should this not be possible a post event review will be undertaken by the Committee to include the consideration of the issue of urgency review relevant financial and investment policies (including treasury management), procedures and guidelines in accordance with the Trust guidance on policy development, monitoring and review monitor Cost Improvement Plans and associated Quality Impact Assessments within the Trust at regular intervals 8 Accountability and Reporting Arrangements 8.1 The Committee Chairman shall provide a written report to the Board after each meeting and draw to the attention of the Board any issues that require disclosure to the full Board, or require executive action. 8.2 The Finance and Investment Committee meetings will be formally recorded and the ratified minutes will be submitted to the next meeting of the Trust Board. 8.3 The Committee will report to the Board annually on its work in support of the Trust s adherence to statutory and regulatory compliance, the integration of governance arrangements. 8.4 The Committee shall be administratively supported by the Secretary to the Board who shall be solely responsible to the Chair of the Committee when undertaking work for the Committee. 9 Subgroups 9.1 The Committee shall receive exception reports in relation to issues relating to capital planning, investment and financial resources from: Caldicott and Information Governance Health, Safety, Security and Estates 4

35 10 Monitoring of Effectiveness 10.1 The effectiveness of the Finance and Investment Committee shall be monitored by the Board through its regular reporting and an annual assessment The Board shall also evaluate the effectiveness of the Finance and Investment Committee through its internal audit programme and its Annual Governance Statement. 11 Review 11.1 The Committee will review these Terms of Reference at least annually The Committee will present the Terms of Reference to the Board for approval. 5

36 APPENDIX 6 1. Constitution MENTAL HEALTH LEGISLATION COMMITTEE TERMS OF REFERENCE 1.1 The Board hereby resolves to establish the Mental Health Legislation Committee (the Committee). 2. Membership 2.1 The Committee shall be established by the Board, in accordance with the Constitution, and shall consist of: Two Non-Executive Directors of the Board, appointed by the Trust Chairman Chief Operating Officer Medical Director Director of Governance and Corporate Development Mental Health Co-ordination Lead Head of Division Mental Health Inpatient, Crisis and Specialist Services Head of Mental Health Nursing / Head of Patient Safety Nominated Governor(s) 2.2 One of the Non-Executive Director members will be appointed Chairman of the Committee by the Chairman of the Trust. 2.3 The Chairman of the Committee shall nominate a Deputy Chairman to act in his/her absence. 3. Attendance 3.1 There is a standing invitation for the Chief Executive and Chairman and Trust Governors to attend the Committee meetings as observers. All other Non-Executive Directors also have a standing invitation to attend the Committee meetings. They will be able to contribute to the discussions but will not be able to vote. 3.2 All members should attend a minimum of three meetings per year and Executive Directors may send a nominated deputy. In addition, other directors, senior managers and advisers will be invited to attend as and when required. 3.3 Attendance will be recorded within the minutes of each meeting and monitored annually. 1

37 4. Quorum 4.1 A quorum shall be at least four members who shall include: the Chair or Deputy Chair of the Committee the Medical Director or the Director of Governance and Corporate Development and; the Mental Health Act Co-ordination Lead 5. Frequency of Meeting 5.1 Meetings shall be held at least four times a year. 6. Authority 6.1 The Committee is a committee of the Board and has no executive powers, other than those specifically delegated in these Terms of Reference. 6.2 The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to cooperate with any request made by the Committee. 6.3 The Committee may require the attendance at its meetings of any officer of the Trust and the production of any document. 6.4 The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. 7. Duties 7.1 The duties of the Committee are as follows: To monitor the Trust s implementation of, and compliance with, current mental health legislation and proposed changes to such legislation, in particular the Mental Health Act 1983, the Mental Capacity Act 2005 and the Deprivation of Liberty Safeguards, within the Trust taking into account best practice To consider the implication of any changes to legislation and regulations within the policies, practices, procedures and resource requirements of the Trust and our partner organisations To monitor the processes relating to and outcomes of First Tier Tribunals (Mental Health) and of hearings held by the hospital managers panels. 2