Council of Governors

Lead and Deputy Lead

In line with the Foundation Trust Code of Governance, the Council of Governors elects one of the governors to fulfil the post of Lead Governor.

The Lead and Deputy Lead Governor arrangements for the year ending 31 March 2024 were:

• Debbie Abrams OBE, Public Governor – South Kesteven, was Lead Governor first elected in November 2021 and re-appointed in May 2023.
• Rebecca Mezzo, Service User Governor, was Deputy Lead Governor elected from October 2023.

Key activities and achievements

The Council of Governors has fulfilled its statutory duties and responsibilities in 2023/24. The key activities and achievements included:

• Re-appointment of Trust Chair for second three-year term.
• Recruiting a new non-executive director for a three-year term and an associate non-executive director for a one-year term.
• Trust Chair's annual appraisal and review of performance.
• Re-establishing face-to-face meetings, leading to further improvement in working relationships between Governors and Directors.
• Involved in reviewing the new Trust Strategy.
• Successfully delivering Governor experience talks to help understand individual governors' experience of being a governor.
• Annual review and approval of the Trust Constitution.
• Receiving the 2022/23 Annual Report and Accounts.
• Election of Lead and Deputy Lead Governor.
• Holding a virtual Annual Members' meeting on 11 September 2023.
• Council of Governors' annual appraisal.

The Council of Governors plays a vital role in communicating the views and comments of the membership and the wider public to the Board of Directors to ensure that members contribute to the forward plans of the organisation. The Council of Governors has a policy for engagement with the Board of Directors, (located in Annex 8, section 2 of the Constitution). This policy ensures that there is appropriate and effective interaction between the Council and the Board.

Council of Governors’ agreed way of working

• Informal joint meetings with the Board of Directors to discuss strategy and service delivery.
• A Standards Committee to oversee the governors’ and directors’ respective responsibilities and codes of conduct.
• A Representation Committee to develop and maintain Trust membership and allow for detailed discussions on issues raised, either with or by governors.
• A Nominations and Remuneration Committee to oversee the recruitment process/es for non-executive director roles.
• Active participation in the recruitment processes for senior Trust officers and, more broadly, for staff across the Trust.
• Maintaining and developing an iLog to capture any process ideas, innovations and issues.

During 2023/24, the Council of Governors met regularly, online and in-person, to discharge its duties and exercise its powers by:

• Holding the Board to account by receiving reports on the performance of the Trust.
• Receiving reports on the performance of the NEDs
• Contributing to the preparation of the Trust’s Strategy and forward plan.
• Receiving the Trust’s Annual Accounts from 2022/23.
• Representing the views and opinions of their respective constituents and the public.
• Undertaking the necessary training for their duties.
• Receiving and considering any other appropriate information required to enable the discharge of duties.

Led by the Trust Chair, the Council of Governors annually assesses its collective performance using a formalised appraisal process.

The Council regularly communicates to members and the public detailing how they have discharged their responsibilities through public meetings, updates and announcements on the Trust website and through the Trust’s membership magazine, Better Together.

There is a clear policy and a fair process agreed by the Council of Governors for the removal of any governor who consistently and unjustifiably fails to attend the meetings of the Council or has an actual or potential conflict of interest which prevents the proper exercise of their duties. A Standards Committee is established to maintain this process.

Governor elections

To become a member of the Council of Governors you must be over sixteen years of age and an eligible member of the Trust’s public, service user, carer or staff constituencies. Eligibility criteria for governors are stated in section eighteen of the Trust Constitution, which can be found on the Trust’s website.

In line with the Trust Constitution, any individual standing for election will be required to undergo a number of fit and proper person checks, including, but not limited to, an enhanced Disclosure and Barring Service check.

An election and two by-elections were facilitated for the Council of Governors through Civica Election Services; the details in relation to each are as follows:

A successful governor will:

• Commit to attend four formal meetings a year and several other workshops (virtually and face to face).
• Prepare for meetings by reviewing reports and other materials.
• Support the Trust to seek feedback from members and the public.
• Pose questions to non-executive directors on the Trust’s work.
• Be able to engage with others to inform their contributions.
• Work together, take responsibility, be authentic and embrace change.

Support, training and development for governors

We remain committed to developing our governors’ skills, knowledge, and capabilities to support them to be confident, effective, engaged, and informed members of the Council of Governors. This is important for ensuring that the Council of Governors is fit for purpose and can deliver its responsibilities effectively and that governors undertake their general duties to represent membership and the wider public and to hold the Board to account via the non-executive directors.

The Trust has identified the required skill set to enable the governors to undertake their general duties to represent membership and the wider public and to hold the Board to account via the non-executive directors. The importance of specific skill sets to enable governors to undertake recruiting, analyse data and understand reports is also recognised.

The governors’ training programme has been maintained with the needs of individual governors being identified through induction, training needs analysis, appraisal, and informal routes.

All prospective governors receive information on the role and its responsibilities. Newly elected governors receive a formal induction and a range of support materials to assist them in their new duties. Throughout their appointment, they are supported by a team of Trust staff to ensure they are kept up to date with any local, regional, national, and legislative changes that may affect their statutory duties.

This support includes:

• Joint Council of Governors and Board of Directors’ meetings to strengthen relationships and make collective decisions to enable transparency of information.
• Access to the benefits of the Trust’s membership of NHS Providers which includes admission to national conferences, training and online learning materials to further strengthen their knowledge.
• The provision of both in-house and externally provided training identified through the Council of Governors’ appraisal process and training needs analysis.
• Membership of external networks facilitated by NHS providers and other bodies.
• The facilitation of group, as well as one-to-one, support, such as the Staff Governor Support Network established to share best practice and enable group discussion.
• The facilitation of two in house development sessions days that covered the themes of “effective governor engagement” and “holding the non-executive directors to account on the performance of the trust”.

Governor engagement

A dedicated Governor and Membership Officer supports our governors and membership activities. Relevant communications of interest are sent to governors in a fortnightly email newsletter. Our governors also use the members’ Better Together magazine to engage with members, invite them to share their views, highlight any concerns and give input and feedback.

Our non-executive director and executive director forums with governors continues to encourage more informal contact and greater relationship building. The forum is held at a time that is convenient for governors and gives them the opportunity to get to know non-executive directors and executive directors outside of formal meetings, providing an environment for sharing information and asking more questions.

A number of Trust services have also held online briefing sessions for governors which provides them with greater knowledge about services to assist them in carrying out their statutory duties.

Council of Governors' Meetings

The Trust Constitution states that our Council of Governors will meet in full at least four times a year, in addition to the Annual Public and Members’ Meeting.

In 2023/24, we held four meetings which were live streamed to the public virtually via Microsoft Teams and the meeting recording made available on the website. Each meeting is open to scrutiny from Trust members, as well as members of the public, who have an opportunity to submit questions to the Council. All meetings are advertised in advance through social media, the Trust’s website, and the membership database.

The minutes, meeting papers, and previous meeting recordings from the Council of Governors meetings are published on the Trust website www.lpft.nhs.uk/COG.

At each meeting, the Council of Governors receives a performance assurance report from the non-executive directors, along with updates from the Board of Directors and reports concerning Trust performance, finance, and service updates. The governors are encouraged and enabled to exercise their statutory duties and challenge the Board of Directors when necessary.

The table below outlines the Council of Governors’ meeting attendance and information regarding term in office:

Council of Governor Committees

In addition to Council of Governor meetings, there are three further constituted committee meetings, comprising of the:

• Representation Committee: To oversee and scrutinise the recruitment and management of Trust membership, to set out and agree the governors’ activities in the Trust, to explore issues, ideas, and innovations raised by Trust members and the wider public, and to assist the Trust Chair in planning for overall activities and agendas for the Council of Governor meetings.
• Nominations and Remunerations Committee: To identify appropriate candidates and to make recommendations to the Council of Governors on the terms and conditions of office, and the remuneration, for non-executive directors of the Trust.
• Standards Committee: To review the Responsibilities and Codes of Conduct for Governors and Directors and ensure they are aware of their obligations, to ensure appropriate arrangements are in place for identifying incidents of misconduct by Trust members, and to receive reports of any investigations into allegations of misconduct and make recommendations to the Council of Governors on the appropriate action to be taken.

Attendance by members of the Board of Directors, in particular non-executive directors, at Council of Governors and Representation Committee meetings affords the opportunity develop an understanding of the views of governors and members about the NHS foundation trust, e.g through attendance at meetings of the council of governors, direct face-to-face contact, surveys of members’ opinions and consultations.

The terms of reference for the Council of Governors’ Committees are available on the Trust website www.lpft.nhs.uk/COG

Joint Board of Directors and Council of Governors’ Meetings

The Board of Directors meets with the Council of Governors three times a year to discuss Trust strategies and plans. These meetings provide a valuable tool in helping the governors to discharge their responsibilities for providing a view on the Trust’s Annual Plan and assessing the performance of the Board of Directors. In turn, this enhances their overall governance responsibility and accountability to the people of Lincolnshire.

At every meeting of the Council of Governors, the Chief Executive delivers a report on the key national, regional, and local issues that may impact on Trust strategy, annual plans, and priority setting. In addition, a performance assurance report is presented by the non-executive directors. During the course of the year the governors have not had cause to take a vote on the directors’ performance. The Trust has a policy, as articulated in the Constitution and the Responsibilities and Codes of Conduct, to underpin the power and influence of governors to ensure the directors participate in meaningful engagement.

Annual Public and Members’ Meeting

The Trust held the Annual Public and Members’ Meeting on 11 September 2023. This was the fourth time the meeting was held virtually.

At the meeting, members of the Board of Directors set out the organisation’s financial, quality, and operating priorities for the forthcoming year and disclose sufficient information, both qualitative and quantitative, regarding the organisation’s achievements and operation, to allow governors, staff and members of the public to evaluate its performance.

At the Annual Members’ Meeting, the Lead Governor gives an account of governor activities, and the details of the successful newly elected governors is provided.

Governor expenses

Governors are entitled to claim reasonable expenses to support attendance of in-person meetings, training, and events.

Number of governors claimed: 8

Total amount claimed: £324.34