BOARD OF DIRECTORS TERMS OF REFERENCE OF SUB-COMMITTEES

BOARD OF DIRECTORS TERMS OF REFERENCE OF SUB-COMMITTEES January 2011 Page 1 of 19

AUDIT, RISK AND ASSURANCE COMMITTEE TERMS OF REFERENCE STRUCTURE AND RELATIONSHIPS 1. CONSTITUTION The Audit, Risk & Assurance Committee (the Committee) is a formally constituted committee of the Board of Directors (Trust Board). 2. AUTHORITY 2.1 The Committee is authorised by the Trust 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 co-operate with any request made by the Committee. 2.2 The Committee is authorised by Trust 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. 3. SUMMARY OF ROLE The Audit, Risk & Assurance Committee is authorised by Trust Board to:- Oversee the establishment and maintenance of an effective system of internal control, and management reporting. Ensure that there are robust processes in place for the effective management of clinical and corporate risk to underpin the delivery of the Trust s principal objectives. Oversee the effective operation and use of Internal Audit. Encourage and enhance the effectiveness of the relationship with External Audit. Oversee the corporate governance aspects that cover the public service values of accountability, probity and openness. Oversee the information governance arrangements of the Trust. 4. MEMBERSHIP 4.1 The membership of the Committee will be confined to not less than three Non-Executive Directors, not including the Chairman of the Trust. 4.2 The Trust Board will appoint the Chair of the Committee. 4.3 The Trust Board has delegated authority to any Non-Executive Director of the Trust, excluding the Chairman, to act as nominated deputy in the absence of any Non-Executive and this attendance will count towards the quorum. 4.4 The work of this Committee will be supported by the Director of Finance who will normally attend and ensure appropriate attendance from other directors and officers. 5. ATTENDANCE 5.1 Executive Directors will be invited to attend, especially when the Committee is discussing areas of risk or assurance relating to a Director s workstream. Page 2 of 19

5.2 Any member of Trust Board may attend the meetings of the Committee if they wish, but will not be able to vote. 5.3 No other party may attend without the specific invitation of the Audit, Risk & Assurance Committee. 5.4 The Secretariat will provide administrative support. 5.5 A register of attendance will be maintained and reviewed by the Committee annually. 5.6 The External and Internal Auditors will attend as agreed by the Chair of the Committee. 6. FREQUENCY OF MEETINGS 6.1 The Committee will meet as a minimum on a bi-monthly basis with additional meetings being called where necessary. 6.2 One meeting should include a discussion of the external audit letter between the External Auditors and the Non-Executive Directors. 6.3 The External Auditor or Head of Internal Audit may request a meeting if they consider that one is necessary. 6.4 Agenda and papers will be circulated six clear working days prior to each meeting. 7. QUORUM A quorum shall be two Non-Executive Directors. 8. REPORTING 8.1 The Key issues of the Audit, Risk & Assurance Committee will be included in the Board of Directors agenda and papers. Once the Committee has approved the full minutes, a copy will be available, for information, to Trust Board at its next meeting. 8.2 The Chair of the Committee shall draw to the attention of Trust Board any issues that require disclosure to the full Board, or require executive action. 8.3 The Committee will report to Trust Board annually on its work in support of the Statement on Internal Control. 9. RESPONSIBILITIES 9.1 Internal Control and Risk Management The Committee will review the establishment and maintenance of an effective system of integrated governance, internal control and risk management across the whole of the organisation s activities (both clinical and non-clinical) that supports the achievement of the Trust s principal objectives. In particular, the Committee will review the adequacy of: All risk and control related disclosure statements (including the Statement of Internal Control and the declaration and compliance with the Standards for Better Health), together with any accompanying Head of Internal Audit statement, external audit Page 3 of 19

opinion or other appropriate independent assurances, prior to endorsement by the Trust Board. The structures, processes and responsibilities for identifying and managing key risks facing the organisation, and controlling the same. The policies for ensuring that there is compliance with relevant regulatory, legal and code of conduct requirements as set out in the Statement of Internal Control and other relevant guidance. Any significant audit adjustments and changes in accounting policies and practices. The operational effectiveness of policies and procedures. The policies and procedures for all work related to fraud and corruption as set out in Secretary of State Directions and as required by the Directorate of Counter Fraud Services. Systems and processes for ensuring effective compliance with health & safety legislation and Standards for Better Health. Systems and processes for ensuring compliance with Monitor, CQC and other relevant regulators. Arrangements for ensuring compliance with Local Security Management Directions. Arrangements for ensuring compliance with Emergency Planning policy. 9.2 Internal Audit The Committee will ensure that there is an effective internal audit function that meets mandatory NHS Internal Audit Standards and provides appropriate independent assurance to the Audit, Risk & Assurance Committee, Chief Executive and Trust Board, by the: Review and approval of the internal audit plan, ensuring that there is consistency with the audit needs of the organisation as identified in the Assurance Framework and coordination with the work of external audit. Consideration of the major findings of internal audit work and management responses. Monitor and review of the effectiveness of the internal audit function. 9.3 External Audit Develop and implement policy on the engagement of the external auditor to supply nonaudit services, taking into account relevant ethical guidance. Report to Trust Board identifying any matters where action or improvement is needed and making recommendations for action. Review and monitor of the external auditors independence and objectivity and the effectiveness of the audit process, taking into account relevant UK professional and regulatory requirements. Discuss with external audit, the main issues and parameters for audit planning in preparation for the Annual Audit Plan. Approval of the remuneration and terms of engagement of the external auditor, supplying information as necessary to support statutory function of the Board of Governors to appoint, or remove, the auditor. The Committee will: Develop and agree with the Board of Governors, the criteria for the appointment, reappointment and removal of the external auditors. Make recommendations to the Board of Governors in relation to the above. 9.4 Financial Reporting Monitor the integrity of the financial statements and any formal announcements relating to financial performance, reviewing any significant financial reporting judgements. Page 4 of 19

Review all internal financial controls and all internal control and risk management systems. 9.5 Whistleblowing Review arrangements by which staff may raise, in confidence, concerns about possible inappropriateness in matters of financial reporting and control, clinical quality, patient safety or other matters, ensuring that there is proportionate and independent investigation and follow-up action. 9.6 Governance To keep under review the Trust s compliance with Monitor s Code of Governance for Foundation Trusts, and other regulatory guidance or best practice. Keep under review the systems and processes of governance, and their operational effectiveness. 10. REVIEW The Committee will review the effectiveness and, where appropriate, revise the Committee membership and terms of reference at least annually and more frequently where required. Approved by the Board Reviewed by the Board Page 5 of 19

FINANCE AND INVESTMENT COMMITTEE TERMS OF REFERENCE STRUCTURE AND RELATIONSHIPS 1. CONSTITUTION The Finance and Investment Committee (the Committee) is a formally constituted committee of the Board of Directors (Trust Board). 2. AUTHORITY The Committee is authorised by Trust 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 co-operate with any request made by the Committee. 3. SUMMARY OF ROLE The Finance and Investment Committee is authorised by Trust Board to: Oversee the development and implementation of the Financial Plan to meet business objectives, statutory and regulatory obligations. Develop Trust plans for changes in the financial regime. Oversee the development and implementation of the Business Development Strategy. Scrutinise capital and revenue business cases. To scrutinise proposed business partnering arrangements. 4. MEMBERSHIP 4.1 Three Non-Executive Directors, not including the Trust Chairman (one to Chair) Director of Finance Director of Business Development Chief Executive (in attendance) The Director of Finance will provide support to the Committee and ensure appropriate representation from Executive Directors and other officers. 4.2 Any member of Trust Board may be in attendance at any meeting, however, they will be recorded as in attendance and not as being present. 4.3 The Trust Board has delegated authority to any Non-Executive Director of the Trust, excluding the Chairman, to act as nominated deputy in the absence of any Non-Executive and this attendance will count towards the quorum. 4.4 The Committee may call other officers of the Trust to attend as appropriate. 5. ATTENDANCE 5.1 Any member of Trust Board may attend the meetings of the Committee if they wish, however, they will be recorded as in attendance and not as being present. No other party may attend without the specific invitation of the Finance Committee. Page 6 of 19

5.2 The Trust Board has delegated authority to any Non-executive Director of the Trust, excluding the Chairman, to act as nominated deputy in the absence of any Non-Executive and this attendance will count towards the quorum. 5.3 The Secretariat will provide administrative support. 5.4 Members will be required to attend a minimum of three meetings per year. A register of attendance will be maintained and reviewed by the Committee annually. 6. QUORUM A quorum shall be two Non-Executive Directors and one Executive Director. For voting purposes there will always be a majority of Non-Executive Directors and if necessary, one of the Executive Directors will be designated (in attendance). 7. FREQUENCY OF MEETINGS The Committee will schedule its meetings on a monthly basis (with one meeting free month, August in 2010). However, meetings which are not required will be cancelled. Agenda and papers will be circulated six clear days prior to each meeting. 8. REPORTING The key issues of the Finance and Investment Committee will be included in Trust Board agenda and papers. Once the Committee has approved the full minutes, a copy will be available, for information, to Trust Board at is next meeting. The Chair of the Committee shall draw to the attention of Trust Board any issues that require disclosure to the full Board, or require executive action. The Committee will report to Trust Board annually on its work in an annual report. 9. RESPONSIBILITIES 9.1 Oversee and scrutinise the development and implementation of the Financial Plan to meet statutory and regulatory obligations To provide assurance that the Trust is financially solvent as a Foundation Trust, including current and forecast compliance with financial covenants, and to oversee strong financial management to meet statutory and regulatory obligations. To ensure strong linkages between financial and service planning as identified in the Integrated Business Plan. To ensure financial planning is forward looking and that scenario planning is undertaken to fully understand the future financial risks. To provide further analysis and challenge to the Trust s financial performance and decision-making. To ensure responsive financial management achieves effectiveness and efficiency in the economic use of resources. To provide challenge and in-depth scrutiny of the Service Change Plan (Cost Improvement Plan) and its implementation. To provide assurance to Trust Board that the Trust is complying with best practice in terms of balance sheet management, principally around working capital and treasury management. Page 7 of 19

To review benchmarking information to challenge whether the Trust is ensuring best value in corporate and service areas. 9.2 Develop the Trust plans for changes in the financial regime To account to Trust Board for the development of financial management processes and reporting systems within the Trust. To oversee the implementation of Service Line Reporting across the Trust. To consider and advise Trust Board on the impact of changes to the financial regime such as Payment by Results and to monitor robust plans to manage the change. 9.3 Oversee the development and implementation of the Business Development Strategy To consider and agree the proposed Annual Plan, for Trust Board approval, ensuring that the plan is consistent with the Trust s Five Year Strategy. To consider and agree the Trust s proposed Business Plan, and those of the Directorates for consolidation into the Annual Plan, for Trust Board approval. To consider and advise Trust Board on the impact of any proposed business/marketing opportunities. 9.4 Scrutinise capital and revenue business cases To scrutinise preliminary business cases in accordance with the Trust investment policy and Scheme of Delegation. To scrutinise detailed business cases in accordance with the Trust investment policy and Scheme of Delegation. To review Outline Business Cases, and Full Business Cases prior to submission to Trust Board in line with financial limits within Scheme of Delegation. To ensure the financial impact of business cases on the overall financial position of the Trust is fully understood. To undertake post implementation review of business cases 9.5 To scrutinise proposed business partnering arrangements To consider forms of delivering business partnering arrangements. To provide assurance that Trust interests will be safeguarded from proposed partnering arrangements. To review the legal, financial and risk implications of proposed partnering arrangements. 10. REVIEW The Committee will review the effectiveness and, where appropriate, revise the Committee membership and terms of reference at least annually and more frequently where required. Approved by the Board Reviewed by the Board Page 8 of 19

CHARITABLE FUNDS COMMITTEE TERMS OF REFERENCE 1. CONSTITUTION The Great Western Hospital NHS Foundation Trust Charitable Fund (Charity Registration Number 1050892) is governed by the Trust Deed which was approved by the Trustees. 2. AUTHORITY Under the terms of the deed the Charitable Fund is administered and managed by the Trustees, the members of the Great Western Hospital NHS Foundation Trust as a body corporate. 3. SUMMARY OF ROLE The Trustees are responsible for the overall management of the Charitable Funds. 4. MEMBERSHIP The membership of the Committee will comprise the Chairman of the Trustees who is a Non- Executive Director, the Chief Executive, the Director of Finance, and one other Non-Executive Director. Members are expected to attend three quarters of meetings in any one financial year. The Trust Board has delegated authority to any Non-Executive Director of the Trust, excluding the Chairman, to act as nominated deputy in the absence of any Non-Executive and this attendance will count towards the quorum. The Trust Chair may attend meetings of the Committee (unless specifically excluded by the Chair of the Committee) but may not chair meetings nor contribute to the quorum. The work of the Committee will be supported by the Director of Finance who will ensure the attendance of other Executive Directors and officers as appropriate. 5. ATTENDANCE External advisers may attend as necessary at the request of members. The Company Secretary of the Trust (or their nominee) will act as secretary to the Committee. 6. FREQUENCY OF MEETINGS The Trustees shall normally meet at least twice yearly and at such other times as the Trust shall require. 7. QUORUM The quorum will be three members. For voting purposes there will always be a majority of Non- Executive Directors and if necessary, one of the Executive Directors will be designated (in attendance). Page 9 of 19

8. REPORTING The Trustees are accountable to the Charity Commission for the proper use of the charitable funds and to the public as a beneficiary of those funds. The Committee will report to the Board of Directors Annually on the matters of business it has carried out. 9. RESPONSIBILITIES The Trustees are responsible for the overall management of the Charitable Funds. They are required to:- 9.1 Ensure that best practice is followed in terms of guidance from the Charity Commission, Audit Commission, National Audit Office, Department of Health and other relevant organisations. 9.2 Ensure that the appropriate policies and procedures are in place to support the Charitable Funds Strategy and to advise Fund Managers on income and expenditure and that this is reviewed at regular intervals. 9.3 Develop and review the Trust s Charitable Funds Strategy and Trustees terms of reference on an annual basis and agree changes where appropriate. 9.4 Develop and review the Scheme of Delegation for charitable funds on a regular basis and recommend changes where appropriate. 9.5 Ensure that a separate register of interests is compiled for both Trustees and Fund Managers, and that this is reviewed and updated on a regular basis. 9.6 Approve fundraising policies in conjunction with the Director of Finance, ensuring that statutory requirements are complied with. 9.7 On an annual basis, review and approve summary level income and expenditure plans from Fund Managers, ensuring that they complement the strategy. 9.8 Ensure an effective mechanism exists whereby equipment needs are identified and satisfied (within resource constraints) through an equitable bidding process underpinned by business plans. (All equipment purchased by charitable funds will be recorded in a separate register.) 9.9 Oversee the management of investments. Where an investment broker is used, the Trustees will ensure the investment strategy has been appropriately communicated, the information required is specified and received in a timely manner, and that the service is market tested at regular intervals. 9.10 Ensure that all research monies paid into charitable funds meet the criteria for charitable status as specified by the Charity Commission. 9.11 Review the number of funds on an annual basis and undertake a programme of rationalisation, where appropriate. 9.12 Approve any request to set up new funds and cost centres. 9.13 Decide the bases of apportionment for investment income and administration costs, respectively. Page 10 of 19

9.14 Uundertake an annual risk assessment. 10. REVIEW The Committee will review these terms of reference on an annual basis and report to the Board accordingly. Approved by the Board Reviewed by the Board Page 11 of 19

PATIENT SAFETY & QUALITY COMMITTEE TERMS OF REFERENCE 1. CONSTITUTION The Patient Safety & Quality Committee (The Committee) is a formally constituted committee of the Board of Directors (Trust Board). 2. AUTHORITY The Committee is authorised by the Trust Board to provide assurance to the Board that appropriate quality, patient safety, patient experience and clinical governance mechanisms are in place and effective throughout the organisation. 3. SUMMARY OF ROLE The Patient Safety & Quality Committee concerns itself with the delivery of safe, high quality patientcentred care. This will be achieved through ensuring that the appropriate structures, processes and controls are in place to assure that quality in clinical care. The Committee seeks to ensure: That the principles and standards of clinical governance are applied to monitor and improve patient safety and clinical quality by building upon existing control systems and providing a framework for self regulation against local and National standards. That appropriate mechanisms are in place for the effective engagement of representatives of patients and clinical staff. 4. MEMBERSHIP 4.1 The Committee will be appointed by the Board. The membership will include three Non- Executive Directors, one of whom shall chair the committee, together with the Medical Director and Director of Nursing & Midwifery who will provide support to the work of the Committee. The Medical Director and Director of Nursing & Midwifery in conjunction with the Chair of the Committee will agree which other officers of the Trust should attend the meeting. 4.2 Members are expected to attend three quarters of meetings in any one financial year. 4.3 The Trust Board has delegated authority to any Non-Executive Director of the Trust, excluding the Chairman, to act as nominated deputy in the absence of any Non-Executive and this attendance will count towards the quorum. 4.4 The work of the Committee will be supported by the Medical Director and Director of Nursing & Midwifery who will ensure that attendance of appropriate Executive Directors or other officers. 5. ATTENDANCE 5.1 The following will be expected to attend meetings: Director of Nursing and Midwifery Page 12 of 19

Associate Medical Directors (who may rotate) Clinical Risk Manager Clinical Audit & Effectiveness Manager Chief Pharmacist Matron Health & Safety Advisor Junior Doctor Academy/HR Senior Representative 5.2 The following external stakeholders will be invited to attend meetings: NHS Swindon 5.3 The following will be invited to attend each meeting for specific items only: Equipment Manager CAS Alerts Infection Prevention and Control (IP&C) Lead Nurse IP&C Report 5.3 The Company Secretariat will provide administrative support. 6. QUORUM The quorum of the Committee will be two Non-Executive Directors and one Executive Director. For voting purposes there will always be a majority of Non-Executive Directors and if necessary, one of the Executive Directors will be designated (in attendance). 7. FREQUENCY OF MEETINGS The Committee will meet as a minimum on a quarterly basis with additional meetings being called where necessary. Agenda and papers will be circulated six clear days prior to each meeting. 8. REPORTING The key issues of the Patient Safety & Quality Committee will be included in Trust Board agenda and papers. Once the Committee has approved the full minutes, a copy will be available, for information, to Trust Board at is next meeting. The Council of Governors Patient Safety & Quality Council will have dotted line relationship with the Patient Safety & Quality Committee, and good information flows will be retained throughout. 9. RESPONSIBILITIES 9.1 The Committee is authorised by the Board to: To co-ordinate and support all quality activity within the Trust To disseminate information and develop activities throughout the Trust that support and facilitate quality within each department To ensure all strategic, clinical and organisational policies are accurate, up to date and implemented throughout the Trust To develop and implement appropriate strategies to ensure the delivery of safe high quality, patient-centred healthcare Page 13 of 19

To provide information to the Board on quality activity in relation to regulatory and best practice requirements 9.2 The Committee shall: Ensure patient safety and quality of care are the priorities of the Trust Provide assurance to Trust Board that a robust Trust wide system of quality is in place Ensure high level quality of clinical care Monitor and review the processes and systems of quality Ensure compliance with the relevant National standards Sign off the Trust Annual Report on Quality; its progress and plans Sign off the Quality Accounts Identify areas of risk, escalate as appropriate and promote safety for all Report regularly to Trust Board via the committee s minutes 9.3 The Patient Safety & Quality Committee will receive reports for each meeting on activity under the following headings: Quality Patient Safety Effectiveness Patient Experience Regulatory assessments/monitoring The Patient Safety & Quality Committee will receive reports, where appropriate, from working groups and project groups convened to address particular issues within the Quality Sphere and will monitor outcomes of key projects such as South West Patient Safety Initiative. 10. The Medical Director and Director of Nursing & Midwifery will decide what working groups or ad hoc groups are needed to support the work of this Committee from time to time. 11. REVIEW The Committee will review the effectiveness and, where appropriate, revise the Committee membership and terms of reference at least annually and more frequently where required. Approved by the Board Reviewed by the Board Page 14 of 19

BOARD NOMINATIONS AND REMUNERATION COMMITTEE TERMS OF REFERENCE 1. CONSTITUTION The Nominations and Remuneration Committee (The Committee) will be appointed by the Board of Directors (Trust Board). 2. AUTHORITY The Committee is authorised by Trust Board to oversee a formal, rigorous and transparent procedure for the appointment of the Chief Executive and the other Board Executive Directors. 3. SUMMARY OF THE ROLE The Committee will keep under review the composition, size and structure of the Executive, leading on succession planning, nominating candidates for Board level positions. The Committee will advise and make recommendations to Trust Board on Executive and Senior Management Remuneration and remuneration policy. 4. MEMBERSHIP The Committee will be chaired by the Senior Independent Director of the Trust. The membership will comprise, in addition to the Chairman of the Trust, the Chief Executive (other than when appointing the Chief Executive) and all other Non-Executive Directors. In the absence of the Chair of the Committee, the remaining members present shall elect one of their number to chair the meeting. The Trust Board has delegated authority to any Non-Executive Director of the Trust, excluding the Chairman, to act as nominated deputy in the absence of any Non-Executive and this attendance will count towards the quorum. The work of the Committee will be supported by the Director of Workforce & Education. 5. ATTENDANCE The Director of Workforce & Education will attend meetings. Other Board Executive Directors will attend as appropriate. The Company Secretary (or their nominee) will act as secretary to the Committee. The Committee may invite external advisors to attend for all or part of any meeting. 6. QUORUM A quorum shall be two Non-Executive Directors and one Executive Director. 7. FREQUENCY OF MEETINGS The Committee will meet at least twice a year and at such other times as may be required. 8. REPORTING Page 15 of 19

The minutes of Committee meetings will be formally recorded and submitted to the Board after each meeting. The Committee shall make a statement in the annual report about its activities and the process used to make appointments. 9. RESPONSIBILITIES The Committee shall: 9.1 Regularly review the structure, size and composition (including the skills, knowledge and experience) required of the Board and make recommendations to the Board with regard to any changes. 9.2 Give full consideration to and make plans for succession planning for the Chief Executive and other Executive Board Directors taking into account the challenges and opportunities facing the Trust and the skills and expertise needed, in particular on the board in future. 9.3 Be responsible for identifying and nominating for appointment candidates to fill posts within its remit as and when they arise. 9.4 Be responsible for identifying and nominating a candidate, for approval by the Council of Governors, to fill the position of Chief Executive. 9.5 Before an appointment is made evaluate the balance of skills, knowledge and experience on the Board, and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates the Committee shall: i. use open advertising or the services of external advisers to facilitate the search ii. consider candidates from a wide range of backgrounds iii. consider candidates on merit against objective criteria 9.6 Consider any matter relating to the continuation in office of any Board Executive Director at any time including the suspension or termination of service of an individual as an employee of the Trust. 9.7 To consider the engagement or involvement of any suitably qualified third party or advisers to assist with any aspects of its responsibilities. 9.8 To determine and agree with the Board the framework on broad policy for the remuneration of the Trust s Chief Executive, Executive Directors and other such members of the Executive Management Team and staff as it is designated to consider as listed below: 1.1 Annual pay review 1.2 Executive Directors remuneration 1.3 Chief Executive remuneration 1.4 Consultant Discretionary Awards (scale of award, points and recommendations) 1.5 Special cases on variation of conditions 1.6 Senior Managers pay The annual pay review will be delegated to the Committee for approval. Items 1.2, 1.3, 1.4 and 1.5 above will be delegated to the Committee to resolve, with power to establish a Sub- Committee to make recommendations in the cases of 1.4 and 1.5. In the case of 1.4 prior Page 16 of 19

approval of the Committee will be sought on the points to be awarded and the process to be followed to determine the allocation of points. Senior managers pay (1.6) will be recommended by the Executive for approval by the Committee. The Committee will monitor senior managers pay, ensuring it is in line with corporate policy. In carrying out this duty, the Committee will: (a) (b) (c) (d) (e) take into account all factors which it deems necessary. The objective of such policy shall be to ensure that members of the executive management of the Trust are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Trust; judge where to position the Trust in relation to other NHS Trusts, being aware of what these organisations are paying; focus on the wider scene, including pay and conditions elsewhere in the NHS, especially when determining salary increases and outside the NHS where the market so determines; consider what compensation commitments (including pension contributions) the Directors contracts of service will entail, if any, in the event of early termination; consider whether Directors should be eligible for annual bonuses and what the criteria should be for such schemes. 9.9 To review the ongoing appropriateness and relevance of the Trust s remuneration policy. 9.10 To approve the design of, and determine targets for, any performance related pay schemes operated by the Trust and approve the total annual payments made under such schemes. 9.11 To request the Audit, Risk & Assurance Committee to adopt a quality of earnings approach to reviewing the achievement of a budget surplus where this forms part of the Executive remuneration scheme. 9.12 To review the design of all incentive plans for approval by the Board. In respect of such plans, to determine each year whether awards will be made and if so, the overall amount of such awards, the individual. 10. REVIEW The Committee will review these terms of reference and its performance on an annual basis and report to the Board accordingly. Approved by the Board Reviewed by the Board Page 17 of 19

WORKFORCE STRATEGY COMMITTEE TERMS OF REFERENCE 1. CONSTITUTION The Workforce Strategy Committee (the Committee) is a formally constituted committee of the Board of Directors (Trust Board). 2. AUTHORITY The Committee is authorised by the Trust 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 co-operate with any request made by the Committee. 3. SUMMARY OF ROLE The Workforce Strategy Committee is authorised by the Trust Board to: Ensure that the Trust s workforce strategies and policies are aligned with the Trust s strategic aims and support a patient-centred, performance culture where engagement, development and innovation are supported. 4. MEMBERSHIP Three Non-Executive Directors, not including the Trust Chairman (one to Chair) Director of Workforce and Education Director of Nursing and Midwifery Chief Executive may attend from time to time Any member of Trust Board may be in attendance at any meeting, however, they will be recorded as in attendance and not as being present. The Trust Board has delegated authority to any Non-Executive Director of the Trust, excluding the Chairman, to act as nominated deputy in the absence of any Non-Executive and this attendance will count towards the quorum. The work of the Committee will be supported by the work of the Director of Workforce & Education who will ensure the attendance of Executive Directors and officers where appropriate. 5. ATTENDANCE The Company Secretary may attend meetings. The Academy Dean may attend meetings. The Secretariat will provide administrative support. The Director of Operations and General Managers may be called on to attend as required. 6. QUORUM Page 18 of 19

A quorum shall be two Non-Executive Directors and one Executive Director. For voting purposes there will always be a majority of Non-Executive Directors and if necessary, one of the Executive Directors will be designated (in attendance). 7. FREQUENCY OF MEETINGS The Committee will meet as a minimum on a quarterly basis with additional meetings being called where necessary. Agenda and papers will be circulated six clear days prior to each meeting. 8. REPORTING The key issues of the Workforce Strategy Committee will be included in Trust Board agenda and papers. Once the Committee has approved the full minutes, a copy will be available, for information, to Trust Board at is next meeting. The Chair of the Committee shall draw to the attention of the Trust Board any issues that require disclosure to the full Board, or require executive action. The Committee will report to Trust Board annually on its work in an annual report. 9. RESPONSIBILITIES Oversee the development and implementation of the workforce planning framework and annual workforce plans. Develop Trust plans for talent management, succession planning, staff engagement and reward and recognition policies. Oversee the development and implementation of redesign and modernisation of the workforce. To scrutinise proposed business partnering arrangements with a view to human resource matters. To approve, on behalf of Trust Board, all workforce and human resources policies in line with the Scheme of Delegation. 10. REVIEW The Committee will review the effectiveness and, where appropriate, revise the Committee membership and terms of reference at least annually and more frequently where required. Signed.. (Chairman of the Board of Directors) Date Page 19 of 19