Health Service Governance Syllabus
Health Service Governance Module outline and aims The aim of the Health Service Governance module is to equip the company secretary with the knowledge and key skills necessary to act as adviser to governing bodies across the NHS in England. The advice of the company secretary will include all aspects of the governance obligations of NHS organisations in England, covering not only legal duties, but also applicable and recommended standards of best practice. The module enables the development of a sound understanding of health service governance principles and practices in the NHS in England. It will also enable you to support the development of good governance and stakeholder dialogue throughout the organisation, being aware of legal obligations and best practice. Learning outcomes On successful completion of this module, you will be able to: Appraise the frameworks underlying governance law and practice as they apply to the NHS in England. Distinguish between and compare the legal obligations for governance and recommended best practice. Advise on governance issues across all principal types of NHS organisation, ensuring that the pursuit of strategic objectives is in line with regulatory developments and developments in best practice. Analyse and evaluate situations in which governance problems arise and provide recommendations for solutions. Demonstrate how general concepts of governance apply in a given situation or given circumstances. From the perspective of a company secretary, provide authoritative and professional advice on matters of health service governance. Assess the relationship between governance and performance within organisations. Apply the principles of risk management and appraise the significance of risk management for good governance. Compare the responsibilities of NHS organisations to different stakeholder groups, and advise on issues of ethical conduct and the application of principles of corporate responsibility or corporate citizenship. ICSA, 2014 Page 1 of 6
Syllabus Development of governance and the theoretical frameworks of governance weighting 10% General overview of governance and its key principles Timeline for key corporate governance developments and general overview of their impact on the NHS and the wider public/voluntary sector Overview of latest developments in governance generally Key theories and models of governance Agency theory Transaction cost theory Stakeholder value approach, enlightened stakeholder approach, stakeholder approach Policy governance and Generative Governance model Governance structures within the NHS, and legal/regulatory frameworks applicable to health service governance weighting 20% Candidates are expected to demonstrate an awareness of all areas of health service governance, and to be able to review common themes. They will be able to understand the scope of health service governance structures, the various issues with which health service governance is concerned, and how these issues relate to each other. While emphasis will be placed on the application of health service governance in the NHS in England, due regard will also be given to areas of corporate governance and their relevance to the NHS in England. Candidates will be able to explain the various legal/regulatory frameworks that are applicable to the different organisational forms within the NHS landscape. They will be expected to demonstrate an awareness of the prominent codes or reports on governance and to be aware of current developments, such as when these codes or reports are being reviewed or re-drafted. Meaning of health service governance Difference between governance and management Purpose of good governance The balancing of conflicting objectives of stakeholders Potential consequences of poor governance; financial instability, patient harm, special measures Business failure and the contribution of poor governance Structure of NHS governance NHS Constitution Statement of Accountability The different roles of providers and commissioners Five year forward view and new models of care Governance issues for new models of care and sustainability & transformation plans Corporate forms, joint ventures and committees in common NHSI, NHSE and CQC aligned regulatory frameworks Fundamental standards and the Care Quality Commission Legal and regulatory measures relating to health service governance. Governance aspects of relevant Acts and regulations, especially Health Acts and corporate legislation such as the Companies Act, Corporate Manslaughter and Bribery legislation Law relating to insolvency and regulations relating to assessment of going concern status for NHS organisations. Law relating to competition and choice Duty to involve Duty of candour ICSA, 2014 Page 2 of 6
Regulatory frameworks in the NHS Nolan Principles FT Code of Governance for NHS foundation trusts The Healthy NHS board Taking it on Trust The Intelligent Board The Good Governance Standard for the Public Sector Well-Led Framework Single Oversight Framework CCG Improvement and Assessment Framework Applying best practice in governance: voluntary and regulatory approaches, rules or principles, concept of comply or explain The application of governance rules and principles weighting 40% Candidates will be required to discuss in detail statutory rules and principles or provisions of governance codes, and apply them to specific situations or case studies. Candidates will be expected to be aware of the varying rules and principles for foundation trusts, NHS trusts and clinical commissioning groups. They will also be expected to understand the role of the company secretary in providing support and advice regarding the application of best governance practice in the NHS in England. The broad areas that will be examined are as follows: The role of the board of directors, governing body or council of governors Role of the board/governing body and the role of the council of governors and their respective governance responsibilities. Size, structure and composition of the board: board balance, independence Unitary and two-tier boards Matters reserved for the board Roles of the chair, chief executive officer, accountable officer, non-executive directors, and executive directors Board and committee structures and their respective roles Statutory duties and legal liability of directors Fit and Proper Persons Test The concepts of duty of care and skill Fiduciary duty on which these statutory duties are based Grounds for disqualification of directors The reasons for and nature of directors liability Directors and officers liability insurance Boardroom ethics Conflicts/ declarations of interest Personal interests of directors in transactions of their organisation Register of Interests Role of the company secretary Role of the company secretary in the identification of governance issues, and the application of governance rules and principles in practice. Comparison of the governance role of the company secretary and the role of the legal team, whether legal services are available in-house or externally procured. Good boardroom practice Responsibilities of the chair and company secretary ICSA, 2014 Page 3 of 6
Appointments to the board/governing body: nominations committee Contribution of the nominations committee to good governance Role of the council of governors in board appointments Higgs Guidance on duties of the nomination committee Information and professional development for directors Induction and ongoing training Role of the company secretary in the efficient provision of information Directors and external professional advice Effectiveness of the board, its committees and individual board members. Performance evaluation of the board Monitor Code of Governance for NHS foundation trusts Annual performance evaluation of the board, its committees and individual directors Higgs Guidance on performance evaluation Monitor Well-Led Framework FRC Guidance on Board Effectiveness Re-election of board members and/or Council of Governors Retirement by rotation Independent non-executive directors Functions of the independent NED Independent and non-independent non-executive directors: their role and effectiveness Good practice suggestions from the Higgs Report Role of the Senior independent director Criticisms of the effectiveness of NEDs. Remuneration of directors and senior executives Principles of remuneration structure: elements of remuneration. Remuneration policy Remuneration in the public sector, Fair Pay and deciding a remuneration package for senior executives Role of the remuneration committee Higgs Guidance on role of the remuneration committee Code of Governance for NHS Foundation Trusts Role of the council of governors in setting non-executive directors remuneration Compensation for loss of office and severance pay arrangements Disclosures of directors remuneration Candidates will be expected to show an awareness of issues relating to the disclosure of directors remuneration in the annual report and accounts, but not the detail (e.g. not the detail of the directors remuneration report). ICSA, 2014 Page 4 of 6
Risk management, assurance and audit weighting 30% Candidates will be able to discuss aspects of risk facing an organisation, and to comment and advise on the systems in place for the identification and assessment of risks, the management of risk and monitoring the effectiveness of risk management and internal control systems. The nature of risks facing NHS organisations in England: categories of risk The difference between business risk and governance risk (internal control risk); strategic risk and operational risk; and clinical risk and non-clinical risk Risk tolerance levels: risk and return, risk appetite Responsibilities for risk management and internal control: board of directors, executive management, audit committee, internal and external auditors Risk management committees in NHS organisations (with reference to Department of Health guidance on controls assurance, 1999) FRC Guidance on Risk Management (2014 Risk management policies, systems and procedures Reviewing and reporting on the effectiveness of the risk management system Risks in the business environment The implications of business risk and strategy selection for governance: a general under-standing only is required Identifying key risk areas: key performance indicators Lessons from High Reliability Organisations Internal control risks: financial, operational and compliance risks Elements of an internal control system The Turnbull Guidance and subsequent reviews of this guidance The Department of Health guidance on controls assurance in the NHS in England Function, scope and status of internal audit and internal auditors Role of internal audit within an internal control system Standards for internal audit in the NHS in England Independence of the internal auditors The need for internal audit Links with clinical audit Emergency preparedness and business continuity plans Reviewing and reporting on the effectiveness of the internal control system UK Corporate Governance Code requirements, Turnbull guidelines and subsequent reviews of this guidance Monitor Governance Code for NHS foundation trusts requirements. Performance reporting and national frameworks Quality governance High Quality Care for All Darzi, 2008 Quality report and quality account ICSA, 2014 Page 5 of 6
Financial Reporting to stakeholders and external audit The need for reliable financial reporting: true and fair view Directors responsibility for the financial statements Responsibility of the external auditors Responsibility for the discovery of fraud The nature of the going concern statement and its relevance for governance Going concern status (review of future solvency): responsibilities of the board, executive management and the external auditors. Role of the audit committee: the audit committee and the external auditors Composition of the committee and skills of committee members Department of Health and Monitor guidance HFMA Handbook for NHS Audit Committees (2014) Auditor Panels Independence of the external auditors The significance of auditor independence Threats to auditor independence Auditors and non-audit work Principles of reporting requirements for good governance: accountability, transparency The meaning of accountability The meaning of transparency Balancing statutory and mandatory reporting requirements with meaningful engagement with stakeholders Raising concerns policy and procedures ICSA best practice raising concerns procedures NHS constitution and impact of the Francis Report Freedom to Speak Up Disclosures of governance arrangements Corporate Governance Statement Annual Governance Statement Board Assurance Framework Reporting non-financial information: business review or operating and financial review The significance of narrative reporting for better governance. ICSA, 2014 Page 6 of 6