Board of Directors’ Committees

Audit committee

The Audit Committee is an independent nonexecutive committee of the Trust Board and has no executive members. It is responsible for monitoring the externally reported performance of the Trust and providing independent and objective assurance on the effectiveness of the organisation’s governance, risk management and internal control; the integrity of the Trust’s financial statements, in particular the Trust’s annual report and accounts; and the work of internal and external audit and local counter fraud providers and any actions arising from that work.

To enable independent access to the non-executive directors, the internal auditors, the external auditors, the counter fraud specialist and the freedom to speak up guardian are formally in attendance at the Audit Committee meetings. The Director of Finance, Digital and Estates and Director of Corporate Governance are also in attendance at meetings.

The Audit Committee Chair is responsible for its effectiveness; all other members collectively have the necessary business, reporting, auditing and governance skills to fulfil their responsibilities which ensure the committee’s effectiveness. The Trust is satisfied that the Committee is sufficiently independent.

The Trust has ensured one or more members of the Committee have had recent and relevant financial experience. This is important as these individuals are best equipped to make rigorous challenge on any financial reports presented which contain financial key performance indicators and strategic financial risks.

The Audit Committee’s overriding objective is to independently contribute to the governance framework and ensure an effective internal control system is maintained. The committee reports to the Board of Directors, and it is authorised 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.
• Ensure that there is an effective counter fraud function that meets the standards for providers for bribery and corruption.
• Receive and scrutinise the annual reports and accounts on behalf of the Board of Directors.

Auditors

Audit services are re-tendered for up to five years on a three, plus one, plus one basis. The duration of the tender allows the auditor to develop a strong understanding of the Trust’s finances, operations and forward plans.

The Council of Governors, following a tendering process, appointed Mazars as the Trust’s external auditor from 1 April 2023 for one year, and it had been agreed that they would be reappointed for a further four years from 1 July 2024.

The Director of Finance, Digital and Estates agrees a plan of additional services to be commissioned for consideration by the Audit Committee. The Audit Committee considers the plan, considers any potential threats to the objectivity and independence of the auditors, and determines whether it is satisfied that the auditors’ independence is not jeopardised, and takes into account the scope of the audit work to be carried out.

The Trust has an internal audit function which complies with the NHS audit code. Its three-year plan is developed through working with the Board of Directors to assess risk to controls and is then refreshed by the Audit Committee to gain assurance of the controls in place at the Trust.

In the spirit of true collaboration, the Trust was part of a wider system tender process for the provision of internal audit services for 2023/24 onwards. TIAA commenced as the Trust’s new service provider on 1 April 2023 on a three-year contract.

The Director of Finance, Digital and Estates has the responsibility for preparing the Accounts. The Accounts are presented to the Board of Directors for approval following an external audit review. The Accounts and Annual Report are presented to the Council of Governors.

During 2023/24 the Audit Committee has scrutinised the key financial, operational and strategic risks and has provided scripting on behalf of the Board of Directors of the Board Assurance Framework. It reviewed progress reports and evaluated the findings of significant internal and external audit work. The Audit Committee has received regular reports on counter fraud activity at the Trust, ensuring appropriate action in matters of potentially fraudulent activity and financial irregularity. It has fulfilled its oversight responsibilities with regard to monitoring the integrity of financial statements and the Annual Accounts, including the Annual Governance Statement before its submission to the Board.

The Audit Committee regularly reviews its arrangements that allow staff or other parties to raise, in confidence, concerns about possible improprieties in matters of financial report and control, clinical quality, patient safety, and other matters. This includes having the Freedom to Speak Up Guardian in attendance at Audit Committee meetings.

Quality Committee

The Quality Committee exists to provide assurance to the Board that appropriate and effective governance mechanisms are in place for all aspects of quality including service user experience, health outcomes and compliance with national, regional and local requirements.

The Committee is authorised by the Board of Directors to:

• Provide assurance to the Board that the Trust has in place structures, processes and controls to ensure that the legislative requirements set out within the terms of reference that ensure the safety, rights and quality of service delivery is maintained to all of our service users, carers, staff and the public.
• Shape quality improvement, culture and organisational development within the Trust.
• Provide assurance to the Board that appropriate and effective governance mechanisms are in place for all aspects of quality including patient experience, health outcomes and compliance with national, regional and local requirements.

Sustainability Committee

The Sustainability Committee has the oversight and ownership of the finance, procurement, estate, capital, and digital and data strategies and the performance framework for the Trust.

The Committee is authorised by the Board of Directors to:

• Oversee and give detailed consideration to all aspects of the financial arrangements of the Trust, providing the Board with assurance that the financial issues of the organisation including capital expenditure are being appropriately addressed.
• Oversee and give detailed consideration to all aspects of the Trust’s estate, providing the Board with assurance that the Estate is fit for purpose and planned to meet future need and that business cases are progressed effectively to achieve this need.
• Have oversight of the Trust’s performance management framework, including the incorporation of quality and workforce metrics, undertaking detailed consideration of specific issues where performance is showing deterioration or there are issues of concern.
• Scrutinise the digital and data strategy, policy, plans and performance, undertaking detailed consideration of specific issues where performance is showing deterioration or there are issues of concern.
• To discharge its duties in line with the Investment Appraisal Framework.

People Committee

The People Committee has the oversight and ownership of people strategies, annual plan, and policy, equality, diversity, and inclusiveness, health and wellbeing, workforce challenges, innovation and transformation, leadership and culture, and consultation, staff engagement, and public involvement.

The Committee is authorised by the Board of Directors to:

• Provide assurance to the Board through a clear performance dashboard that the key operational risks are being addressed and that we have in place structures, processes and controls to ensure that the legislative requirements in regard to people’s safety, rights and expectations are maintained (in this context “people” means: our service users, carers, staff, volunteers, students and the public).
• Provide assurance to the Board that appropriate and effective governance mechanisms are in place for all aspects of people legislation, regulation and best practice in order to comply with national, regional and local requirements.
• Shape the culture, organisational development, learning and leadership of people within the Trust.
• Shape the leadership within the Trust through a programme of direct presentation to the Committee.
• Shape the workforce transformation to align with the skills and competencies that staff will need to deliver transforming services to ensure that our service users and carers receive high quality care.

Performance Committee

As described in the Trust’s Annual Governance Statement, a comprehensive review of the Trust’s existing governance structure identified a gap in relation to performance reporting and, in March 2023, the Board of Directors approved the establishment of a new Board level Performance Committee.

This Committee was established in February 2024 and will provide a structured forum for receiving, scrutinising, and triangulating the main sources of evidence across the Trust, to enable the Board to assess its level of confidence in the assurances provided regarding the Trust’s values and culture, the organisation’s financial and operational performance, the quality of services across the organisation (including clinical effectiveness, patient experience and safety), and the appropriate identification, assessment and management of risks.

The Committee is authorised by the Board of Directors to:

• Provide assurance to the Board of Directors that there are robust process in place for the effective management and monitoring of performance.
• To establish effective structures to support performance; ensuring that these structures operate effectively, and that action is taken to address areas of concern.

Appointment and Terms of Service Committee

The Appointment and Terms of Service Committee is responsible for the appointment and nomination of executive directors. It reviews the size, structure, and composition of the Board to ensure that there is an appropriate balance of skills, experience, knowledge and independence.

There is a formal, rigorous, and transparent procedure for the appointment of directors which is subject to scrutiny by the Appointment and Terms of Service Committee. In considering appointments to the Board of Directors, the Committee:

• Considers the Trust’s recruitment and selection policy.
• Considers the balance of skills, knowledge and experience already in place.
• Includes governors, as patient representatives, and colleagues in the recruitment process.

There are no performance related elements of the remuneration of executive directors.

Attendance at Board and Board Committee Meetings

The following table outlines the Chair arrangements and Board members’ attendance at Board and Committee meetings during 2023/24, against the total possible number of meetings for which an individual was a member. Committee attendance is shown in relation to those Committees of which a director was formally a member.