Board of Directors

The Board of Directors consists of a balance of executive directors with defined portfolios and non-executive directors drawn from a range of backgrounds who bring rigorous and constructive challenge to the Trust.

The Board of Directors is a unitary board that makes corporate decisions. The executive posts are occupied by appropriately qualified professionals able to discharge the functions expected from those professions and as defined in the Trust’s Constitution.

The Trust’s Director of Corporate Governance is a non-voting director.  All other members of the Board of Directors have equal voting rights on all Board matters. Only those directors listed in the terms of reference for a committee can vote on matters dealt with by that committee. The only exception to this is when a vote is being cast by a substitute director, agreed prior to the meeting.

Full-time executive directors are not permitted to take on more than one non-executive directorship of an NHS foundation trust or another organisation of comparable size and complexity. During 2022/23 none of the executive directors held any such additional appointment.

The Trust has in place director and officers’ liability insurance as part of the NHS Resolution membership scheme.

Performance assessment

The Chair uses performance assessments and evaluations as a basis for determining individual and collective professional development programmes for non-executive directors relevant to their duties as Board members. 

The effectiveness of the Board of Directors and individuals is, ordinarily, assessed on an annual basis, using an online appraisal tool (Evalu8).  Given the number of new members on the Board during the latter part of 2022/23, it was agreed that it would be more beneficial to defer an assessment until newer members have had, at least six months, to settle into their new roles.  The tool used facilitates the views of all governors and directors to be collected and included into the process. The information gathered from Evalu8 is then used to report back to the Board of Directors, and in the case of individuals, informs their one-to-one appraisal with their line manager. The use of the two methodologies enhances the validity of the appraisal.

The Board Committees provide an annual report on their performance to the Board of Directors.  

The Chair is appraised on an annual basis, and this is carried out jointly by the Senior Independent Non-Executive Director and the Lead Governor. The appraisal is reported to the Governors’ Nominations and Remuneration Committee before being reported to the full Council of Governors.

The Chair appraises the Chief Executive’s performance each year.  The Chair conducts the appraisal taking into consideration the observed performance of the Chief Executive and the performance results achieved by the Trust.

It is within the powers of the Council of Governors to remove or suspend any of the non-executive directors, the process for which is set out within the Trust Constitution. These powers have not been required in 2022/23.

Challenge and assurance

The Board and, in particular non-executive directors, is able to challenge assurances received from the executive management. Information is presented in such a manner to ensure that there is sufficient understanding and information to enable challenge and to take decisions on an informed basis. 

Members of the Board of Directors can access independent professional advice at the Trust’s expense, where they judge it necessary to discharge their responsibilities as directors.  

The Board has a duty to notify the regulator, and the Trust’s Council of Governors, and also must consider whether it is in the public’s interest to disclose any major, or potential new developments in the Trust’s sphere of activity (which are not currently public knowledge), which it is able to disclose and which may lead by virtue of their effect on its assets and liabilities, financial position or on the general course of its business, to a substantial change to the organisation’s financial wellbeing, healthcare delivery performance or reputation and standing.  As a result of the Covid-19 pandemic, a number of emergency changes were implemented at pace, some of which remain, as outlined in the section below.