ITEM: 6. MEETING: Trust Board 20 February 2008

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1 MEETING: Trust Board 20 February 2008 ITEM: 6 TITLE: Board and subcommittee membership SUMMARY: Board sub committee membership Following the end of tenure of two non executive directors (NEDs) in the autumn 2007 the trust successfully recruited two NEDs to fill these vacancies. An Associate NED was also recruited at the time. In recent weeks a NED vacancy has arisen due to a resignation. These changes now need to be reflected through to the board committee structure and this paper includes the proposed Chairmanship and membership of each of the board subcommittees The senior independent non executive The Monitor Code of Governance makes the following recommendation: The board of directors should appoint one of the independent non-executive directors to be the senior independent director. This paper outlines the governance recommendation made in the code and some of the components of the role. The Deputy Chairman The Whittington Hospital foundation trust constitution makes provision for the appointment by the Council of Governors of a Deputy Chairman. This paper outlines the appointment process for the Deputy Chairman ACTION: 1. The Board is asked to review and approve the board sub committee chairmanship and membership 2. The Board is asked to consider the appointment of a senior independent non executive director 3. The Board is asked to consider the appointment of the Deputy Chairman. REPORT FROM: Joe Liddane Chairman Compliance with statute, directions, policy, guidance Lead: All directors Compliance with requirements of FT application and monitoring regime Lead: Director of Strategy & Performance Reference: Code of Governance Constitution 1

2 1.0 Board sub committee membership Following the end of tenure of two non executive directors (NEDs) in autumn 2007 the trust successfully recruited two NEDs to fill these vacancies. An Associate NED was also recruited at the time. In recent weeks a NED vacancy has arisen due to a resignation. The trust has approached the Appointments Commission to request that the Associate NED position is converted to a substantive NED to fill this vacancy. We await their decision. The change in NED personnel now needs to be reflected through to the board committees. A proposed membership and chairmanship of each of the board sub committees has been developed and this will be tabled as appendix 1 at the Board meeting. The Board is asked to review and approve the proposal. 2.0 Senior Independent Non Executive Director 2.1 Introduction The NHS Act 2003 constituted NHS foundation trusts with a new governance regime that is fundamentally different from NHS trusts. NHS foundation trust boards of directors now have more autonomy to make financial and strategic decisions. Monitor has developed the Code of Governance to assist NHS foundation trust boards in improving their governance practices by bringing together the best practice of public and private sector corporate governance. The code sets out a common overarching framework for the corporate governance of NHS foundation trusts and complements the statutory and regulatory obligations on them. Monitor expects foundations trusts to comply or explain in relation to the guidance set out in the Code of Governance. 2.2 The senior independent non executive director The Code of Governance makes the following recommendation: The board of directors should appoint one of the independent non-executive directors to be the senior independent director, in consultation with the council of governors. The senior independent director should be available to members and governors if they 2

3 have concerns, which contact through the normal channels of chairman, chief executive or finance director has failed to resolve or for which such contact is inappropriate. Led by the senior independent director, the non-executive directors should meet without the chairman at least annually to evaluate the chairman s performance, as part of a process, which should be agreed with the council of governors, for appraising the chair and on such other occasions as are deemed appropriate. The council of governors which is responsible for the appointment and re-appointment of non-executive directors, should take the lead on agreeing a process for the evaluation of the chair and the non-executives, with the chairman and the nonexecutives. The outcomes of the evaluation of the chairman and the non-executive directors should be agreed by governors. The governors should bear in mind the desirability of using the senior independent director to lead the non-executive directors in the evaluation of the chairman. 2.3 Relations with stakeholders The board of directors should keep in touch with the opinion of members, patients, clients and the local community in whatever ways are most practical and efficient. There should be a members meeting at least annually. The chairman (and the senior independent director) should maintain sufficient contact with governors to understand their issues and concerns. The chairman should ensure that the views of governors and members are communicated to the board as a whole. The chairman should discuss the affairs of the NHS foundation trust with governors. Non-executive directors should be offered the opportunity to attend meetings with governors, and should expect to attend them if requested by governors. The senior independent director should attend sufficient meetings with governors to listen to their views in order to help develop a balanced understanding of the issues and concerns of governors. 2.4 Appointment of the senior independent non executive director Although the Whittington foundation trust constitution is compliant with the code of governance, it does not outline the process by which the senior independent non 3

4 executive director (SI NED) will be appointed. Advice from Bevan Brittan, the firm of solicitors, which has assisted with the drawing up of the constitution, is that the SI NED may be appointed prior to authorisation. The Board is asked to consider the appointment of a senior independent non executive director to enable the Whittington foundation trust to comply with the code of governance. 3.0 Appointment of Deputy Chairman The Whittington Hospital foundation trust constitution contains the following directions: The Council of Governors at a general meeting of the Council of Governors shall appoint one of the Non-Executive Directors as a Deputy Chairman. If the Chairman is unable to discharge his functions as Chairman of the Foundation Trust, the Deputy Chairman will be the "acting chairman" of the Foundation Trust until such time as the Chairman is able to discharge his functions as Chairman, or a new Chairman is appointed by the Council of Governors in accordance with the terms set out in the constitution. Although the Council of Governors make the appointment of the Deputy Chairman, the Chairman is permitted to recommend a non executive director to them for appointment. The Council of Governors do not have to accept the recommendation, however when considering such a recommendation they should take account of the recommended non executive director being willing to act as Deputy Chairman and able to give the time commitments necessary to undertake the role. The Board is asked to consider the appointment of the Deputy Chairman. Such consideration will enable the Chairman to make a recommendation to the Council of Governors once authorised as a foundation trust. 4

5 Whittington Hospital proposed Board Committee structure Appendix 1 Meeting Joe Liddane Robert Aitken Maria Duggan Anne Johnson Edward Lord Anna Merrick Vacant NED post Board of Directors Chair M M M M M Audit Committee M M Chair M Assurance Committee Chair M M Finance & Performance Committee Chair M M Infection Control Committee Chair Remuneration Committee Chair M M M M M M Council of Governors Chair A A A A A A Assurance Committee lay members Prof Bronwyn Lucas Emma Broomfield Key M = Member A = Attendance