BOARD OF GOVERNORS TERMS OF REFERENCE Southend University Hospital NHS Foundation Trust ( the Trust )

Transcription

1 BOARD OF GOVERNORS TERMS OF REFERENCE Southend University Hospital NHS Foundation Trust ( the Trust ) 1. PURPOSE The statutory role of the Board of Governors is derived from Schedule 7 of the National Health Service Act 2006, specifically to; Appoint and, if appropriate, to remove the Chair; Appoint and, if appropriate, remove the other non-executive directors; Decide the remuneration and allowances, and other terms and conditions of office, of the Chair and the other non-executive directors; Approve the appointment of the Chief Executive Appoint and, if appropriate, remove the NHS foundation trust s external auditors; and receive the NHS foundation trust s annual accounts, any report of the auditor on them and the annual report. In addition: In preparing the Trusts forward plan, the Board of Directors must have regard to the views of the Board of Governors. Furthermore, Monitor s NHS Foundation Trust Code of Governance (Principle B.1) gives a more general duty as follows; The Board of Governors should hold the board of directors to account for the performance of the trust, including ensuring the board of director s acts so that the foundation trust does not breach the terms of its authorisation. It remains the responsibility of the board of directors to design and then implement agreed priorities, objectives and overall strategy These terms of reference have been further informed by Your statutory duties, a reference guide for NHS foundation trust governors and by the Health and Social Care Bill 2010/11. These terms of reference should be read in conjunction with these source documents. (NB. These Terms of Reference may require further amendment following the enactment of the Health & Social Care Bill) 1

2 2. ACCOUNTABILITY The Board of Governors represent, and are expected to act in the best interests of the Trust. They are accountable to the membership of the Trust. The Board of Governors also has a broader duty to represent the interests of the general public in the areas served by the Trust. In addition, Governors are expected to adopt and adhere to a Code of Conduct. Only at the full meeting of the Board of Governors, or the Search and Appointments Committee, do Governors have official standing. All other forums are advisory. 3. MEMBERSHIP The composition of the membership of the Board of Governors is set out in the Constitution. The Chair of the Board of Directors is the Chair of the Board of Governors and presides over the meetings of the Board of Governors. In the absence of the Chair or when the Chair has a conflict of interest, the Deputy Chair will take the chair. In circumstances where both the Chair and Deputy Chair are absent or have a conflict of interest, the Vice Chair of Governors will preside over Board of Governor meetings. 4. QUORUM The quorum for meetings of the Board of Governors is set out in the Constitution. 5. BOARD OF GOVERNORS COMMITTEES The Board of Governors will establish a Search and Appointments Committee and such other committees/groups, as it may require, from time to time. 6. THE ROLE AND RESPONSIBILITIES OF THE BOARD OF GOVERNORS The general duties of the Board of Governors are to hold the Non-Executive Directors, individually and collectively, to account for the performance of the Board of Directors and to represent the interests of the members of the Trust as a whole, and the interests of the public. Governors are responsible for regularly feeding back information about the Trust, its vision and its performance, to the constituencies and the stakeholder organisations 2

3 that either elected, or appointed, them. 7. THE BOARD AND OTHER APPOINTMENTS Governors will take into consideration the Directors views as to what qualifications, skills and experience those being appointed as Non-Executive Director, should have. On the recommendation of the Search and Appointments Committee, the Board of Governors will: - approve the appointment or removal, the remuneration and terms of condition, of the Chair of the Board of Directors/Governors and / or Non-Executive Directors, as well as approving the policies and procedures required for such removals or appointments, in accordance with best practice guidelines; - approve the policies and procedures for Governors appraisal of the Chair of the Board of Directors/Governors and Non-Executive Directors; - confirm, or where appropriate, decline to confirm the appointment of a proposed candidate as Chief Executive as recommended by the Non- Executive Directors. 8. ACTIVITIES The Board of Governors will: - approve the criteria for appointing, reappointing or removing the external auditor; - approve the appointment or reappointment, and the terms of engagement, of the external auditor; - approve the method of allocation of members to committees of the Board of Governors, working groups and any Governor representatives to any joint working groups set up by the Board of Directors; - approve the removal from office of a Governor in accordance with the Constitution, where applicable; - Approve jointly with the Board of Directors the procedure for the resolution of disputes and concerns between the Board of Directors and the Board of Governors; 3

4 - Attend events that facilitate contact between members, the public and Governors to promote governor accountability; - Receive regular reports from the chairs of the Board of Governors committees on the discharge of the committees duties - Jointly approve with the Board of Directors amendments to the constitution subject to any changes in respect of the Board of Governors being confirmed by a two thirds majority of those present and entitled to vote at a general meeting of the Board of Governors; - Develop good working relationships with the Board of Directors by meeting regularly and with sufficient frequency to establish appropriate channels of communication and constructive challenge; - Take part in education and development programmes, sessions and activities as required by the Trust, in order that the directors may fulfil their statutory duty of ensuring that Governors are properly equipped to fulfil their duties and role. 9. STRATEGY AND MANAGEMENT The Board of Governors will: - hold the Board of Directors to account for the effective management and delivery of the Trust strategic aims and objectives, including the long term sustainability of the Trust; - be consulted by Directors on future plans, including any significant changes to the delivery of the Trust s business plan, and offer comments on those plans; - contribute to constructive debate regarding the strategic development of the Trust and any other material and significant issues facing the Trust; - build and maintain and maintain close relations with the Trusts constituencies and stakeholder groups to promote the effective operation of the Trust s activities; - receive, input and comment upon the Annual report and accounts (including the Quality Report); - input and comment on the Quality Account; 4

5 - Receive and comment on reports presented by the Chief Executive on behalf of the Board of Directors on the performance of the Trust against agreed key financial, operational, quality and regulatory compliance indicators and stated objectives; - Participate when invited in opportunities to review services and environments such as PEAT inspections/quality Reviews/local activities and evaluations of user/carer experience; - Receive and review monthly integrated performance reports, as presented at the Board of Director meetings; - Receive and comment on the annual report of the audit committee on the work, fees and performance of the external auditor; - Approve the comments or contributions of the Board of Governors, its committees or any working groups thereof on the strategies, plans, policies, procedures and accounts; - Ensure that mechanisms are in place so that the Trust complies with its Terms of Authorisation, the Constitution and any other applicable legislation and regulations and, if these terms are not complied with AND the directors have failed to address shortcomings in compliance at a local level, then inform Monitor via the Lead Governor; - Act as a critical partner to the Board of Directors in the development of the Annual Plan; - Contribute to the development of the annual report and accounts and processes that contribute to it and underpin it; - Contribute to the development of stakeholder strategies, including member engagement strategies. 10. MEMBERSHIP ENGAGEMENT The Board of Governors will: - Approve the Trust s Member Engagement strategy; - Engage with members and other stakeholders so that information is both given and received so as to both give a better understanding of the work of the Trust and facilitate better decision making by the Trust by feeding back and seeking the views of the relevant member constituencies and stakeholder 5

6 organisations who appoint Governors; - Act as ambassadors in order to raise the profile of the Trust s work with the public and other stakeholders; - Promote membership and governorship of the Trust and contribute to opportunities to recruit members in accordance with the membership strategy. 11. COLLECTIVE EVALUATION OF PERFORMANCE The Board of Governors will commission an annual review of its effectiveness and efficiency in the discharge of its responsibilities and achievement of objectives 12. FREQUENCY OF MEETINGS The frequency of meetings is set out in the Constitution. 13. MINUTES Minutes of the meetings will be circulated promptly to all members of the Board of Governors as soon as reasonably practical. 14. REVIEW The Board of Governors will review these terms of reference annually. 6