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What makes a good NHS Non-Executive Director?

July 18, 2013

The Francis and Keogh reports highlight the need for good governance and effective Non-Executive Directors in the NHS

non-executive directorFirst the Francis report and now the Review into the quality of care and treatment provided by 14 hospital trusts in England by Professor Sir Bruce Keogh have highlighted the crucial role played by Non-executive directors in the NHS.

Questions about standards of nursing care, above average mortality rates and low staff morale have been asked by the media over the last few weeks – increasingly turning the spotlight on the governance of the NHS.

Patients, carers, doctors, nurses and managers are concerned and anxious about the level of care they can either expect to receive or that they are able to deliver. The Care Quality Commission, the body which is supposed to provide an independent assessment of quality in NHS trusts, has been discredited over its failure to spot departures from acceptable standards of care in several high-profile cases and there is a degree of confusion in other regulatory bodies as they struggle to find their way in the newly transformed NHS.

NHS staff, already feeling the pressure of having to find £20billion worth of savings to meet the Nicholson challenge, are now having to deal with the added burden of having to reassure patients and carers that theirs is not a failing trust.

NHS Non-Executive Directors are the eyes and ears of the outsider with privileged access to the inside of the Hospital, Mental Health or Community Health services upon whose board they sit. Together with the Governors (in a Foundation Trust) or the Staff Council (in a Social Enterprise) they are responsible for ensuring that the trust is governed effectively.

Speaking on Quality governance the Keogh report says:

“Too often our reviews found quality issues of which the board were unaware. whilst many boards could point to improvements in quality governance processes (e.g. undertaking walkabouts in the hospitals), review teams were concerned that boards could too easily accept the assurances they were receiving and were not really listening to contradictory evidence or seeking more robust assurance. in some cases, the non-executive directors and chairs of the trusts were not providing appropriate critical challenge to the management team.”

One of the recommended actions from the report is that:

Monitor and the NHS Trust Development Authority should consider the support, development and training needed for Non-Executive Directors and Community, Patient and Lay Governors to help them in their role bringing a powerful patient voice to Boards.

So what makes a good NHS Non-Executive director?

Critical qualities

  • NHS Non-Executive Directors must have a clear understanding of their role and how they can most effectively serve their trust.
  • They must ensure the trust is governed properly: that it complies with the right laws and regulations, that its strategies are robust, its business plans achieved and that stakeholder and patient interests are protected.
  • Non-Executive Directors must be independent minded, have integrity and gain the respect of other board members. Despite their personal liability, they need to step back from the detail (having satisfied themselves that there is a robust management, information flow and performance management structure in place at executive level) and be prepared to look at the trust’s business from a “big picture” perspective.
  • Time is an important factor. Most advertisements for NHS Non-Executive Director vacancies talk of a commitment of two to three days a month – the reality is often double that number. Especially now, with the spotlight on NHS governance, Non-Executive Directors should be prepared to spend enough time on the job to ensure that they are effective and well informed on the key issues faced by the trust. 
  • Non-Executives also need the ability to wade through papers and other statistics and elicit the knowledge they need to perform their role effectively without being overwhelmed by detail. In fact, detail is often the enemy of the Non-Executive Director.
  • Chemistry with fellow board members is also vital. That does not mean bending over backwards so everyone gets along but rather conducting themselves in a mature and professional manner and being prepared to monitor the activities of the trust and challenge the performance of the organisation and its executive.
  • Non-Executive Directors should keep in touch with fellow Non-Executive Directors to share best practice between meetings, as well as immerse themselves in the trust’s business in the early days, asking lots of questions before forming opinions.
  • Assertive judgements or challenges based on ignorance or misinformation will not enhance the image of a Non-Executive Director and only damage their credibility.
  • In terms of the board and particularly the executive team, the role of a Non-Executive Director is to offer advice, challenge and apply sound governance. The challenge is to do that as part of the team rather than appear as someone standing outside and criticising without an appreciation of the tough job the executive team has to do. The executive team must also be open and keen to take on board advice from Non-Executive Directors.
  • The best Non-Executive Directors are those with strong influencing skills, good powers of judgement, insight and vision, and good listening skills. It is also important to be committed and enthusiastic about the trust and to inspire confidence. Showing that you are level headed will help boost credibility and respect.
  • Good training is important in developing Non-Executive Directors – there should be a training programme in place together with personal development plans. This will help to identify each board member’s particular skills, how they can be used and developed and which skills are missing across the board.

Assuming you have all of the above critical qualities how do you then make sure that you are an effective member of the board?

The keyword is assurance – how do you know that what is being said at board meetings is the whole picture?

You need to triangulate the information you are receiving from a number of sources to give you a feeling of how the trust is performing – much of this triangulation happens outside the boardroom, which is why being a Non-Executive Director is so much more than just attending board meetings or reading the board pack.

As an NHS Non-Executive Director you should make it your business to visit every area of the organisation – hospital wards, clinics, departments and anywhere that services are delivered. Try to visit at different times of day and night and on different days of the week – especially at weekends. Introduce yourself to the staff on arrival and then, quietly and unobtrusively, observe what is happening. You may think this is impossible: that managers will resent you and feel undermined, that staff will behave differently because you are there, that you ought not to disturb patients. Remind yourself when you need to that your role is different from the managers’, because you are not compelled to take action. You have a right and a responsibility to use your eyes and ears: sit or stand quietly to one side, for only a few minutes and you will be surprised at how quickly people forget you are there.

When you do so, you will see for yourself the welcome patients receive; whether they can see the name of the person dealing with them; whether and how staff introduce themselves. You will see if you can tell from the uniforms who is who, and what their role is.  You can look for the written information for patients that is available to staff on the wards; you can see the quality of the physical environment and feel the atmosphere.

Introduce yourself to patients and relatives – find out if they know who is in charge of their care and how they can contact that person should they need to. Talk to the staff – find out what they think of their area of work and of the hospital. What do they like and what frustrates them? What would they like to change and why, and what do they feel they can do about it?

Make sure that the trust executives are aware of and supportive of these visits. If you find that you are a member of a board which is uncomfortable with Non-Executives talking to staff, patients and carers then raise this as an important board matter. It is impossible for you to effectively discharge your duties as a director if you are not encouraged to find out about the culture of the organisation at first-hand.

For the most part, what makes a good NHS Non-Executive Director is pretty much the same as what makes any Non-Executive Director effective. The difference is that the NHS has the power to dramatically effect people’s lives much more than probably any other organisation in the country.

What makes a good NHS Non-Executive Director is the realisation that along with your fellow board members you are responsible for ensuring that the trust delivers the highest standards of patient care.

 

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The Effective NHS Non-Executive Director – Oxford 16 July 2013

June 26, 2013

The effective NHS Non-Executive Director is an interactive one-day course specifically designed for aspiring, newly appointed and serving Non-Executive Directors of NHS Trusts and NHS provider organisations including Social Enterprises

NHS non-executive director

The course provides an essential grounding in corporate governance in the context of the NHS and wider healthcare provision during a period of great change.

In order to be effective members of an NHS or healthcare provider board, Non-Executive Directors need to fully understand their roles and responsibilities particularly with respect to the identification and management of risk, accountability, oversight, assurance and governance.

Recent high profile incidents such as Mid Staffordshire and Winterbourne View have thrown into the spotlight the important role that Non-Executive Directors have in ensuring that the needs of patients and service users are met in a safe, clinical environment. Using appropriate case studies, the course explores ways in which Non-Executive Directors can address these often sensitive and sometimes uncomfortable issues.

The course covers:

  • the role of the Non-Executive Director in healthcare
  • Directors’ duties and liabilities
  • the NED skill-set & Case Studies
  • Securing a NED position in healthcare

Who should attend?

Individuals who are aspiring, newly appointed or serving Non-Executive Directors of NHS Trusts and NHS provider organisations including Social Enterprises.

What to expect?

  • Clarifies the roles and responsibilities of a non-executive director on an NHS or NHS provider board
  • Provides practical guidance on how to address the particular challenges of governance in a healthcare context

Course objectives

Participation on this course will provide you with the knowledge to:

  • understand corporate and clinical governance in the current healthcare environment
  • be effective in your role as a Non-Executive Director in healthcare
  • demonstrate the fundamental concepts, principles and practices of good governance
  • learn from recent corporate governance failures to improve the effectiveness of your board
  • confidently discharge your legal and fiduciary duties as a Non-Executive Director

Course Leader: David Doughty CDir FIoD

David Doughty - Chartered DirectorThe course is delivered by David Doughty, a Chartered Director and highly experienced Non-Executive, Chief Executive, Chair, Entrepreneur and Business Mentor. David has extensive executive and non-executive experience in small and medium enterprises in private, public and voluntary sectors including the NHS. He is also a board level consultant to multi-national organisations and a Chartered Director Ambassador for the Institute of Directors. See his LinkedIn profile here: (http://uk.linkedin.com/in/daviddoughty)

Key Details
Duration: 1 day
Location:

Advanced Business Solutions
5G Milton Park
Abingdon, Oxon
OX14 4RYPrice:
£260.00 (ex VAT)Payment with Booking Price:
£247.00 (ex VAT)NEDworks Tier1 Member Price:
£234.00 (ex VAT)Book Now
To see course dates and to book your place now follow this link:
Course Registration

The fee includes lunch, refreshments and a copy of the course handbook

Attendance counts as 6 CPD hours of structured learning

Courses can be delivered ‘in-house’ to a group of Non-Executive Directors – to find out more contact courses@excellencia.co.uk or call 01865 350345

Britain’s most widely used antibiotic “useless” researchers argue

December 19, 2012

237A study carried out by researchers at the University of Southampton has concluded that amoxicillin, Britain’s most widely used antibiotic, is “useless” for the majority of people who are currently prescribed it for coughs and common chest infections.

Paul Little, Professor of Primary Care Research at the University of Southampton said that patients should instead take paracetamol and wait to get better. He argued that the study should be the “final nail” that killed of widespread prescribing of antibiotics for minor ailments. More than 13 million prescriptions for amoxicillin were written by GPs last year, and the NHS spends £16 million a year on it.

Patients should simply take some paracetamol and wait to get better, experts say. Family doctors should stop prescribing the drug in most cases, researchers advise, to prevent side-effects and stem the rise of superbugs.

More than 13 million prescriptions for amoxicillin were written by GPs last year, a third of all antibiotic prescriptions in England.

But Paul Little, Professor of Primary Care Research at the University of Southampton, who led the latest research, said: “It’s useless for most of the people who are getting it at the moment.”

He said the study should be the “final nail” that killed off widespread prescribing of antibiotics for minor ailments. As well as concerns over antibiotic resistance, emerging evidence has suggested that many common problems were not caused by bacteria and could not, therefore, be treated by antibiotics.

To resolve the issue, scientists carried out a trial of more than 2,000 patients around Europe with common chest complaints, for which amoxicillin is most commonly prescribed. Half the patients were given the antibiotic while the rest were given a placebo.

After a week, symptoms had lasted just as long and were just as bad in both groups, they report in The Lancet Infectious Diseases.

While 16 per cent of patients taking amoxicillin said their symptoms got worse, compared to 19 per cent of the placebo group, this was outweighed by side-effects such as nausea, rashes and diarrhoea which were seen in 29 per cent of people taking the drug, compared to 24 per cent of the placebo group.

“Patients given amoxicillin don’t recover much quicker or have significantly fewer symptoms,” Professor Little said. “People just need to take paracetamol or ibuprofen, look after themselves and wait for the thing to settle.

Like all antibiotics, amoxicillin is effective at killing bacteria. But Professor Little said this was no help against most mild respiratory problems. “The evidence to date suggests that a large proportion of these infections are caused by viruses and therefore antibiotics just aren’t going to work,” he said.

Even when were infections are caused by bacteria, inflammation can linger even after the bugs are killed off, meaning antibiotics are no help in shortening symptoms.

GPs needed to get tough and break the cycle which made patients ask for antibiotics. The NHS spends £16 million a year on amoxicillin and tens of millions more on other antibiotics. “If you prescribe these antibiotics, patients get better and they ascribe that to the antibiotic and so you get into this cycle of medicalising illness,” he said.

“These infections can last for three weeks — it’s a very nuisancy illness. You can’t blame people for wanting to be assessed but I think we have a responsibility.”

He said the research was “pretty definitive evidence, really. The issue now is can we identify the subgroups who can benefit.”

Amoxicillin can cure pneumonia, which can be fatal if not treated and Professor Little said more effort was needed to identify the minority of patients who really needed the drug.

“I think GPs should have a high threshold for prescribing antibiotics where they don’t think the patient has pneumonia. We have to be a bit cautious”, he said. “Using amoxicillin to treat respiratory infections in patients not suspected of having pneumonia is not likely to help and could be harmful.”

Campaigners have repeatedly warned that overuse of antibiotics by GPs is fuelling the rise of life-threatening superbugs, as bacteria evolve resistance. Last month Professor Dame Sally Davies, the Chief Medical Officer, said that antibiotic resistance was one of the greatest threats to modern medicine.

Professor Little added: “Resistance is a serious problem. There aren’t really any new antibiotics coming in the pipeline and we know that if we overuse antibiotics they will at some stage become useless. We all want our children to have antibiotics that work for them when they have a serious illness, so we do have to be careful about conserving the antibiotic stock.”

Dr Michael Moore, spokesman for the Royal College of GPs, who was involved in the study, said: “It is important that GPs are clear when they should and should not prescribe antibiotics to patients to reduce the emergence of bacterial resistance in the community. This study backs the approach taken in the NICE guidelines that patients who present with acute lower respiratory tract infection where pneumonia is not suspected can be reassured by their GP that they will recover without antibiotics and that the illness is likely to last about three weeks in total whether or not they have a prescription.”

The Department of Health said: “The more you use an antibiotic, the more bacteria become resistant to it. Therefore the Government urges patients and prescribers to think about the drugs they are requesting and dispensing and only use them when necessary.”

 


Where to find NHS Non-Executive Director vacancies

September 7, 2012

The Appointments Commission is due to close on 31 October 2012

Here is where you will be able to find details of public appointment vacancies in future.

From Monday 3 September 2012, Non-Executive Director and other appointment vacancies within local NHS trusts and charities will be advertised on the NHS Trust Development Authority (TDA) website. There will be no live vacancies on the Appointments Commission’s website from Monday 17 September 2012.

Public appointment vacancies throughout government, including the wider health sector, can be found on the Cabinet Office website. You can also sign up to email and twitter alerts there to be informed when new vacancies are added.


Private hospitals are no place for people with learning disabilities

June 28, 2011

22 June 2011

Three weeks on, the fallout continues from BBC Panorama’s exposure of sickening abuse of people with learning disabilities at the Winterbourne View private hospital near Bristol. Already it –is clear that the programme will come to be seen as a key milestone on the long journey to a civilised system of care and support for this section of society.
On Wednesday, more than 80 leading figures in the learning disability sector lend their names to a letter to the prime minister demanding an end to the placement of people in such facilities. There is, the letter says, “no place for hospitals such as Winterbourne View” and seeking to improve them will not do. “The model is wrong and does not work.”
Closing all NHS long-stay hospitals for learning-disabled people in England was a historic, if tortuous, achievement. But as Panorama has shown, some people are now sent to equivalent units run by private companies which, like Winterbourne View, masquerade as short-term assessment and treatment centres. There was nothing short-term about the placements in the programme, nor was there much evidence of assessment and treatment.
There was, however, plenty of evidence of the kind of physical and verbal abuse that was all too common in NHS units such as Orchard Hill in Sutton, south London, which was the last hospital of its kind to close, in 2009, after having itself been exposed two years earlier for a regime of physical and sexual abuse of people who lived there.
The link between Winterbourne View and Orchard Hill, and with an earlier NHS scandal in Cornwall, is made in today’s letter to David Cameron. The learning from past inquiries “appears to have been forgotten”, say the signatories, who include former government policy advisers Rob Greig and Jim Mansell, “in part because of the continual reorganisation of public services”.
The letter calls for the phasing out over two years of placements in private hospitals, with commissioners of care “prevented” from making any future such arrangements. In the meantime, it says, inspectors should ensure a “dramatic” reduction in use of restraint techniques in the hospitals and an opening-up of their culture. All people placed in the hospitals should be guaranteed independent advocacy.
Forestalling the inevitable ministerial response that these are matters for local decision-making, the signatories say: “The underpinning issue is one of the overall service and system design – hence the need for government to take a lead.”
Handily, powerful evidence has emerged this week to lend weight to the letter. Publishing an evaluation of how the last Orchard Hill residents have fared since they moved to live with support in the community, Sutton council says they are happier, fitter and enjoying far greater independence, dignity and control over their lives. Oh – and their care and support costs are almost a third less.
Bear in mind that these last 39 residents of Orchard Hill were considered the most dependent and challenging people placed there. One woman had a vocabulary of only 40 words. Today, she has command of one exceeding 1,400. The evaluation, carried out by the University of Chester, found “significant” improvement in the group’s quality of life within just six months of leaving the hospital. Within 18 months, it had risen by a third.
“People are making the most remarkable progress, beyond all expectations,” says Colin Stears, the council’s executive member for adult social services. “Returning people to their local communities by making supported living a reality has restored the human rights of people with learning disabilities, many of whom have very complex needs.”
Cameron, whose disabled son died two years ago, is said to have been distressed by the Panorama programme. He should need no further persuasion to stop the worst of old-style NHS institutional care, something we thought we had left behind, being replicated by the private sector at places like Winterbourne View.
• David Brindle is the Guardian’s public services editor. He is a trustee of NDTi, a not-for-profit agency that works in the learning disability sector.

Source: http://www.guardian.co.uk/society/joepublic/2011/jun/22/private-hospitals-winterbourne-view-learning-disabilities-should-close


New governance proposals for NHS foundation trusts

February 21, 2011

The Health and Social Care Bill 2011, introduced into Parliament on 19 January 2011, is a crucial part of the Government’s vision to modernise the NHS making it patient-centric, led by health professionals and focused on delivering world-class healthcare outcomes.
The Bill proposes fundamental changes to the way NHS foundation trusts are governed and managed with a move away from collective responsibility of a trust’s board to individual responsibility for each trust director and a significant increase in the duties and responsibilities of trust governors.
Governors
The Bill makes changes to the powers of foundation trust governors and clarifies their collective duties. It is intended to strengthen the internal governance of foundation trusts to compensate for the proposed removal of the specific oversight by Monitor, with future controls operating through regulatory licensing and clinically-led NHS commissioning on all providers
To avoid any confusion about roles and responsibilities the Bill calls for the “board of governors” to be renamed as the “council of governors” – a term that is already used in practice by some foundation trusts.
With the removal of both the financial safety net for foundation trusts and Monitor’s Compliance Framework, board directors and governors will have to take on much more responsibility for the direction and transactions of their NHS foundation trust.
Governors are to be given significant duties and new approval powers – specifically, the council of governors is to be given express statutory duties to hold the non-executive directors individually and collectively to account for the performance of the board and to represent the interests of the foundation trust’s members as a whole and the interests of the public.
Currently, governors appoint the chair and non-executive directors of a foundation trust. In future they will have a duty to ensure that the non-executives are responsible for the performance of the Board.
There are no express provisions in the Bill as to how governors are going to discharge this new duty nor is there any consideration of the possible conflict of interest for foundation trust chairs who currently chair both the council of governors and the board of directors.
Governors are currently entitled to remove non-executives who are not performing they do not have powers to remove executive directors. They will be able to vote on motions at trust meetings including motions of “no-confidence” and so will be able to exert pressure on an under-performing board.
Governors are to be given additional power to hold directors of the trust to account by enabling them to require directors to attend a meeting for the purposes of obtaining information about the performance of the trust or its directors, and to vote on issues concerning their performance. The trust will also be required to include details of any such meetings in its annual report.
The Bill retains minimum requirements on the composition of the council of governors, including the existing requirement for there to be a majority of elected governors. There will no longer be a requirement for the council of governors to include a member appointed by a Primary Care Trust, reflecting the abolition of Primary Care Trusts elsewhere in the Bill.
A foundation trust will be able to specify in its constitution any other organisation that is entitled to appoint a member or members of the council of governors. This would enable foundation trusts to tailor their governance to local circumstances.
The proposed increase in the duties and responsibilities of a foundation trust governor will mean a significant increase in the amount of initial and on-going training that they will require. Foundation trusts will be required to take steps to ensure that governors are fully equipped with appropriate skills and knowledge.
It is also likely that they will require liability insurance similar to that required by the board directors.
In order to provide advice for foundation trust governors the Bill gives Monitor the power to establish an independent panel to consider questions brought by governors about the appropriateness of actions taken by their foundation trust.
Governors currently receive informal guidance from Monitor, the purpose of the panel would be to help governors to fulfil their role of holding non-executive directors to account for the performance of the board.
Questions could only be referred to the panel if a majority of the council of governors agree. Decisions of the panel would not be binding on the trust, but a court or tribunal could take the panel’s determination into account if considering a question previously considered by the panel.
Directors
Similar to the statutory duties of company directors as set out by the Companies Act, the Bill places a general duty on the directors of foundation trusts to promote the success of the trust. For the first time, trust directors will have an individual rather than collective responsibility to promote the success of the foundation trust so as to maximise the benefits for the members as a whole, and the public.
As with company directors, this individual responsibility will expose trust board members to the risks of personal liability claims for financial losses under insolvency legislation where a non-designated provider continues to trade when likely to become insolvent.
Whilst bringing trust directors into line with company directors in the private sector this increased responsibility may deter people from wanting to take up board positions and may cause trusts to review their remuneration policies particularly for chairs and non-executives.
Directors will be required to send their governors the agendas and minutes of their meetings in order that the governors have the information they require to discharge their duties.
The Bill set out the specific ways in which foundation trust directors have duties to avoid conflicts of interest, to declare any interest in a proposed transaction and not to accept benefits from third parties.
By virtue of their office in public sector organisations, foundation trust directors are subject to certain duties that reflect administrative law principles. These are similar to specific duties on directors of other organisations, such as those on company directors which are set out in the Companies Act 2006.
These general duties include, among others, a duty to act within powers, a duty only to exercise powers for the purposes of which they are conferred, a duty to exercise reasonable care, skill and diligence and a duty to act in accordance with the constitution of the organisation.
However, in relation to conflicts of interest and accepting benefits, the Bill specifies the ways in which these duties apply to foundation trust directors, creating certain exceptions to administrative law principles, for example by permitting a conflict of interest if sanctioned in accordance with the trust’s constitution.
Significant changes to competition law and NHS services are proposed in the Bill which adds Monitor to the list of regulators in the Company Directors Disqualification Act 1986 with powers to apply to a court to make a company director disqualification order, when the director’s organisation has committed a breach of Part 1 of the Competition Act 1998.
The Company Directors Disqualification Act 1986 specifies the issues courts should consider when assessing whether to issue a disqualification order against a director following a breach of competition law. These include whether the person’s conduct contributed to the breach, and whether he or she had reasonable grounds to suspect the breach and took no steps to prevent it.
The Office of Fair Trading (OFT) already has the power to apply to a court to disqualify directors in healthcare and other industries following a breach of the Competition Act 1998. The sectoral regulators with concurrent powers (including the Office of Communications, the Office of Gas and Electricity Markets and the Office of Water Services) also have this power. This power enables Monitor to apply competition law and appropriate sanctions in health care alongside the OFT.
Constitution and members
Foundation trusts are to be given powers to amend their constitutions without seeking external permission. The Bill retains the existing requirement on foundation trusts to have a constitution and continues to require trusts’ constitutions to include certain information. However, as Monitor in its proposed new role as economic regulator would no longer give additional supervision to foundation trusts, the responsibility for approving changes to a foundation trust’s constitution will be transferred from Monitor to the council of governors and board of directors of the foundation trust.
Foundation trusts will have to inform Monitor of any amendments they decide to make to their constitutions, since Monitor will continue to act as the registrar of foundation trusts, so would be responsible for maintaining the constitutions of such organisations on the foundation trust register.
Monitor will neither check whether a constitution complies with statutory requirements nor need to approve changes. This means that a foundation trust, just like any private sector provider, will need to make sure that its constitution is and remains legally compliant.
The council of governors and the board of directors must approve any proposed changes to the trust’s constitution with a simple majority of each forum being required to implement a change. In addition, if a change to a constitution affects the powers and duties of governors, more than half of the members of a foundation trust must approve the change at the next meeting. If they don’t approve the change, the change will be ineffective and must be reversed.
Transactions
Since Monitor will no longer review significant or material transactions the Bill proposes that a foundation trust may designate in its constitution certain transactions as “significant transactions” which cannot proceed unless a majority of governors agree to them. Foundation trusts would be able to decide which transactions they want to designate as significant, strategically or financially: for example, they could provide that this included any contract valued over a certain amount or over a particular percentage of the trust’s turnover. As the definition of a “significant transaction” would need to be specified in the constitution of the trust, it would have to be agreed by a majority of the council of governors and of the board of directors. Trusts could choose not to specify any transactions as “significant transactions”, but this would need to be stated in the constitution, ensuring the agreement of the governors.
The consent of more than half of the governors will always be required for any merger, acquisition or separation of the NHS foundation trust. Unlike “significant transactions”, this is not an optional requirement. This means that, in practice, responsibility for signing off any merger or acquisition moves to the directors and governors.
Meetings
Foundation trusts will be required to hold annual meetings of the trust’s membership, similar to the existing requirements on other types of organisations and on foundation trusts to hold, in public, general meetings of the council of governors.
The Bill gives the membership of a foundation trust a role in relation to considering the organisation’s annual report and accounts. This is intended to increase the accountability of governors and directors to the members and to promote transparency about the trust’s performance.
The membership of the trust, at the annual meeting, must be able to vote on constitutional amendments affecting the role of governors, similar to the scrutiny of other changes by governors.
The Bill also makes it clear clarifies that the existing requirement on the council of governors to hold a general meeting to consider the trust’s annual accounts and report in no way prevents the governors holding a general meeting more than once a year if they wish to do so. The trust, if it wishes, can combine the annual meeting of the membership with a general meeting of the council of governors.
Conclusion
Greater autonomy for foundation trusts brought about by the removal of the central checks and balances for transactions, historically provided by Monitor, together with the loss of the financial safety net for foundation trusts that run into financial difficulties will mean a significant increase in the responsibilities of governors and directors.
Governors, in particular, will find the new governance arrangements a significant departure from their current roles and their selection, induction and training will be increasingly important.
The Bill also presents a shift in the power balance between Monitor and the Department of Health. In future a foundation trust’s forward plans and accounts must be sent to the Secretary of State and fall outside Monitor’s new remit.
In addition, the Secretary of State may make orders about the content of the annual reports of foundation trusts.
This new reporting requirement is coupled with the right of the Secretary of State to make changes (by statutory order) to the voting rights of directors, members and governors. This means the Department of Health retains the power to change all of these new governance arrangements at any time.


So You Want To be A Non-Executive In The NHS?

April 16, 2009

There are many reasons for wanting to become a non-executive in the NHS including wanting to put something back, personal development and getting a foot on the non-executive ladder but whatever the reason, there are some basic things you need to know.

Unless you have been involved in the NHS either as a patient, carer, employee or supplier it may not be apparent that the NHS is not one organisation – In fact there are separate organisations to cover England, Wales, Scotland and Northern Ireland and in England the NHS consists of over 300 autonomous, legally constituted, bodies – each with their own Board of directors – the majority of which are known as Trusts.

When thinking of the NHS you might think of GPs or Hospitals but there are several different types of trust – Acute Trusts (Hospitals), Primary Care Trusts (PCTs), Mental Health Trusts and Ambulance Trusts as well as specialist Trusts such as Learning Disability.

All of these types of trust fall within the remit of the 10 Strategic Health Authorities in England and non-executive director appointments are made by the Appointments commission.

There is another type of Trust – the Foundation Trust – which has more independence than the others and is regulated by an organisation called Monitor. Foundation Trust non-executives are appointed by their own Council of Governors rather than the Appointments Commission.

By the end of 2010 the vast majority of NHS trusts in England will have become Foundation Trusts – many are in the process of applying to Monitor for FT status and this provides an opportunity for potential non-executives as trusts look to strengthen their Boards as part of the application process.

Regardless of their status, there is a strong focus on corporate governance in all the NHS trusts and the Chartered Director qualification is a very good way for potential non-executive directors to demonstrate a personal commitment to the furtherance of good governance.

Whist NHS trusts do not fall within the realms of the Companies Acts their governance is modelled on the combined code – Monitor’s code of governance for Foundation Trusts can be downloaded from the Monitor web-site.

The Appointments Commission makes public appointments for the NHS on behalf of the Secretary of State for Health following the Commissioner for Public Appointments’ Code of Practice to guarantee fairness. All paid appointments are advertised in either the national or local press to give as many people as possible the chance to apply.

The first step in becoming an NHS non-executive is to visit the Appointments Commission web-site (http://www.appointments.org.uk) and search for any vacancies in your area. You can also register to receive e-mail notification of vacancies, either local or national as they arise.

You should also visit the Monitor web-site (http://www.monitor-nhsft.gov.uk) and check their Foundation Trust directory to identify Foundation Trusts in your area. You will then need to visit the web-sites of the individual trusts and check local newspapers for vacancies.

Having identified potential opportunities it is a good idea to visit the web-sites of each NHS trust – there is a wealth of information which will be useful when making your application.

You will be able to see details of the current Board members, both executive and non-executive and you will be able to see where there are possible skills and experience gaps that you could fill.

You will also be able to read previous Board meeting minutes and other papers to get a feel for the issues that each trust is facing.

It is a good idea to contact the Chair of the trust at an early stage for an informal chat as they will have a good idea of the type of person they are looking for.

All NHS foundation trusts have a duty to engage with their local communities and encourage local people to become members of the organisation. NHS foundation trusts have to take steps to ensure that their membership is representative of the communities they serve.

If you are thinking of applying to become a non-executive director of a Foundation Trust then it would be a good idea to join the trust as a member. Anyone who lives in the area, works for the trust, or has been a patient or service user there, can become a member of an NHS foundation trust.

This would give you an opportunity to get involved with the trust and you might also consider standing for election to the Board of Governors.

The appointing body (Appointments Commission or Trust Council of Governors) will be looking for a range of skills and experience from their non-executive members in order to fully reflect the communities they serve.

The Chartered Director qualification will enable you to demonstrate that you have the experience needed to be an NHS chair or non-executive director. In particular they will be looking for experience at senior level in finance governance strategic planning; commercial management; voluntary or community roles and professional areas related to the type of NHS organisation. They should also live in the geographic area served by the trust and its board.

At interview you should be able to demonstrate competencies in commitment to patient needs; forward planning capability; ability to challenge constructively; influencing and persuasion skills; team working approach; self motivation and clear and creative thinking.

As an NHS non-executive director the Appointments Commission anticipate that you will spend around 2.5 days a month in your role – however the reality is you will probably spend at least double that if not more.

You may well be involved in Board committees such as Audit, Remuneration, Finance, Governance or Charitable Funds and there will be strategic away days and Board development session to attend.

If the trust is going through the FT application process then there are likely to be times of intensive involvement with the trust in producing the Integrated Business Plan or preparing for Board to Board sessions with the Strategic Health Authority or Monitor.

If successful your appointment will be for a fixed term of between two and four years, depending on the needs of the organisation.

Remuneration ranges from £6,005 to £12,941 a year, depending on the particular role.

Regardless of your initial motivation, I am sure that you will find life as an NHS NED to be a very rewarding experience where you can make a difference to the lives of patients, service users, carers and employees of the organisation that you serve.

David Doughty

Non-Executive and Vice Chair
Oxfordshire Learning Disability NHS Trust
You can contact David at: www.linkedin.com/in/daviddoughty


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