STATUTORY POWERS, DUTIES, ROLES AND RESPONSIBILITIES OF GOVERNORS 1. SUMMARY 1.1 Governors must act in the best interests of the NHS Foundation Trust and work within the requirements detailed in the Constitution and adhere to the Foundation Trust s values and Code of Conduct. 1.2 A Member of the Council of Governors is expected to represent the views and interests of NHS Foundation Trust members of their Constituency and partner organisations. 1.3 The responsibilities of the post are to provide advisory, guardianship and strategic functions and to contribute positively to the development of the Foundation Trust and to feed-back information about the Trust, its vision and its performance to the Constituencies and the Stakeholder organisations that either selected or appointed them. 1.4 The Council of Governors must hold the Board (collectively and individually) to account for the performance of the Foundation Trust, ensuring that the Board of Directors act so the Trust does not breach its terms of authorisation. 2. SPECIFIC STATUTORY POWERS AND DUTIES OF THE COUNCIL OF GOVERNORS 2.1 Appoint and, if appropriate, remove the Chairman; 2.2 Appoint and, if appropriate, remove the other Non-Executive Directors; 2.3 Decide the remuneration and allowances, and the other terms and conditions of office, of the Chairman and the other Non-Executive Directors; 2.4 Approve the appointment of the Chief Executive; 2.5 Appoint and, if appropriate, remove the NHS Foundation Trust s External Auditor; and 2.6 Receive the NHS Foundation Trust s Annual Accounts, any report of the Auditor on them and the Annual Report. Page 1 of 5
3. OTHER DUTIES OF THE COUNCIL OF GOVERNORS 3.1 Approve the policies and procedures for the appointment and, where necessary, for the removal of the Chair of the Board of Directors and Non- Executive Directors on the recommendation of the (Governor) Nominations & Remuneration Committee. 3.2 Take the lead on determining a process for the evaluation of the Chair. The Senior Independent Director should lead the actual appraisal, although the Lead Governor can also have a significant role to play.. 3.3 Approve the changes to the remuneration allowances and other terms of office for the Chairman and other Non-Executive Directors on the recommendation of the Nomination & Remuneration Committee. 3.4 Appointing a Deputy Chairman (where the Trust s Constitution provides for one) 3.5 Take the lead in agreeing with the Audit Committee the criteria for appointing, reappointing and removing Auditors. The Audit Committee should make recommendations to the Council of Governors, in relation to the re-appointment and removal of the External Auditor and approve remuneration and terms of engagement of the External Auditor. 3.6 Jointly approve with the Board of Directors, amendments to the Constitution subject to any changes in respect of the Council of Governors being confirmed by a General Meeting of members. 3.7 Approve the allocation of members to Committees of the Council of Governors, working groups and any Governor representatives, to any joint working groups set up by the Board of Directors. 3.8 Approve the membership engagement strategy. 3.9 Approve the comments or contributions of the Council of Governors, committees of the Council of Governors or any working groups on the strategies, plans, policies, procedures and accounts. 3.10 Approve the removal from office of a Governor in accordance with procedure. 3.11 Approve jointly with the Board of Directors the procedure for the resolution of disputes and concerns between the Board of Directors and the Council of Governors. Page 2 of 5
4. CONTRIBUTION TO STRATEGY PLANS 4.1 Provide feedback on the development of strategic direction to the Board of Directors as appropriate. 4.2 Act as a critical partner to the Board of Directors in the development of the Annual Plan. 4.3 Contribute to the development of the Annual Report and the accounts and processes that contribute to it and underpin it, in particular to Quality Account. 4.4 Contribute to the development of stakeholder strategies, including member engagement strategies through working with volunteers and other representative bodies such as LINks. 4.5 Developing and reviewing the membership strategy, ensuring representation and engagement levels are maintained and increased as appropriate. 5. REPRESENTING MEMBERS OF THE PUBLIC AND ASSOCIATED DUTIES 5.1 Contribute to members and other stakeholders understanding of the work of the Foundation Trust by feeding-back and seeking the views of the relevant member constituencies and stakeholder organisations who appoint Governors. 5.2 Act as ambassadors in order to raise the profile of the Foundation Trust s work with the public and other stakeholders. 5.3 Promote membership of the Foundation Trust and contribute to opportunities to recruit members in accordance with the membership strategy. 5.4 Attend events that facilitate contact between members, the public and Governors to promote Governor accountability. 5.5 Seek the views of stakeholders and feed-back relevant information to the Board of Directors or to individual managers within the Foundation Trust as appropriate. Page 3 of 5
6. OTHER ROLES/RESPONSIBILITIES 6.1 Advisory Communicate to the Board of Directors the wishes of members and the wider community enabling the opinions of the local population to be taken into account on Foundation Trust matters; Respond to any matter as appropriate when consulted by the Board of Directors; and Participate, lead and encourage other members to sit on focus groups to ensure a wide range of consultation is achieved. 6.2 Guardianship Ensure that the Foundation Trust is operating in accordance with its Terms of Authorisation. 6.3 Strategic Communicate views to the Board of Directors on the priorities for the longterm direction of the Foundation Trust and help the Board of Directors effectively determine its policies taking into account the views of the constituencies and stakeholder organisations; Oversee the development and implementation of the Membership Strategy; and Develop the membership to enable a wide and diverse involvement and engagement with the Foundation Trust and promote the development and implementation of the engagement plan. 7. WHAT A GOVERNOR IS NOT Governors should acknowledge the overall responsibility of the Board of Directors for the running of the NHS foundation trust and should try not to use the powers of the Council of Governors to veto the decisions of the Board of Directors. Below sets out some options of how Governors can hold the Board of Directors to account. Page 4 of 5
8. HOLDING THE BOARD OF DIRECTORS TO ACCOUNT Key principles 1. The overall responsibility for running an NHS foundation trust lies with the board of directors 2. The Council of Governors is the collective body through which the directors explain and justify their actions 3. Governors must act in the best interests of the NHS foundation trust and should adhere to its values and code of conduct Standard methods for governors to provide scrutiny and assistance a. Receiving the annual report and accounts b. Receiving the quality report and accounts c. Receiving in-year information updates from the board of directors d. Receiving performance appraisal information for the chair and other nonexecutive directors e. Inviting the chief executive or other executive and non-executive directors to attend Council of Governor meetings as appropriate Further methods available to governors a. Engagement with Board of Directors to share concerns b. Employment of statutory duties c. Dialogue with Monitor via the lead governor Page 5 of 5