Council of Governors

The Trust is accountable to its members and the wider public through a Council of Governors. Statutory responsibilities of the Council of Governors in 2022/23 have included:

• Holding the Board to account, via the non-executive directors (NEDs), for the performance of the Trust.
• The appointment of two NEDs in May and August 2022.
• The appointment of the Senior Independent Non-Executive Director (SINED) was approved by the Council of Governors in April 2022.
• The appointment of the Lead Governor as per Annex 6, section 3 of the Trust Constitution.
• Representing the members and wider public through a range of engagement and stakeholder events, both online and in-person during 2022/23.
• Representing the members and the wider public through the maintenance of an ideas, innovations and issues log (the iLog), managed via the Council of Governors’ Representation Committee.
• Providing their views to the Board of Directors on a revised Trust  Strategy , to be launched in 2023.
• Approving the performance indicators within the Quality Report.

The Council of Governors has a collective responsibility to disseminate information regarding the Trust, its vision and its performance to the constituents or organisations that appointed them.  Equally the governors play 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’ agreed way of working for the year includes:

• Formal 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.
• Active participation in the recruitment processes for senior Trust officers and, more broadly, for staff across the Trust.
• Active participation in Chief Executive Roadshows and quality visits across the Trust
• Maintaining and developing an iLog to capture any process ideas, innovations and issues.

Further information regarding the work of governors, related meetings and future plans can be found in the membership section of this report. 

During 2022/23, 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 2021/22.
• 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.

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. 

Led by the 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. 

Trust Chair

The Trust Chair is responsible for leadership of both the Board of Directors and the Council of Governors. However, the governors have a responsibility to make the arrangements work and take the lead in inviting the Chief Executive to their meetings and inviting attendance by other executives and non-executives, as appropriate. The Chair ensures that the views of the governors and members are communicated to the Board as a whole. 

Elected members

To become a member of the Council of Governors you must be over 16 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 18 of the Trust Constitution, which can be found on the Trust’s website by using this link

Governors are required to declare any relevant interests they which are then added to the publicly available register of governors’ interests. This register is regularly reviewed by the Council of Governors and is available at all meetings and on the Trust’s website by using this link

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:

Membership of the Council of Governors from 1 April 2022 to 31 March 2023 is set out in the table below and changes to its membership, due to an election and by-election are indicated.

Public governors: 8 seats

Service user and carer govenors: 11 seats

Staff governors: 9 seats

Stakeholder governors: 7 seats

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.

Lead Governor

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 main duties of the Lead Governor are to:

• Act as a point of contact for regulator should they wish to contact the Council of Governors on an issue for which the normal channels of communication are not appropriate.
• Be the conduit for raising with the regulator any governor concerns that the Trust is at risk of significantly breaching the terms of its licence, having made every attempt to resolve any such concerns locally.
• Chair such parts of meetings of the Council of Governors which cannot be chaired by the Trust Chair or Deputy Chair, due to a conflict of interest in relation to the business being discussed.

Lead and Deputy Lead Governor arrangements for the year ending 31 March 2023 were:

Trust support for governors

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.

Expenses

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

Training

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.

Meetings

Meetings of the Council of Governors were held on a quarterly basis.  All of the meetings conducted during 2022-2023 have been held virtually, using Microsoft Teams. Initially meetings were held virtually, in order to comply with national and Trust guidance regarding Covid-19.  In December 2022, the Board reviewed its meeting risk assessment and agreed that Council meetings would continue to be held online, to support with accessibility.

The Trust Chair chairs Council of Governors’ meetings and 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.  Recordings of meetings are also available on the Trust website.

The Council of Governors receives regular performance assurance reports from NEDs, 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.

Updates are also received at the Council of Governors’ meetings from the committees and groups that the governors are involved with. This involvement and other activities are detailed in the Trust’s membership magazine, Better Together and on the Trust website. Governors attend a number of Trust and wider stakeholder events with members and the public, with events taking place virtually and in person during 2022/23. These forums provide the opportunity for members to raise ideas, innovations, inquiries, and issues with governors which are recorded using the iLog. The iLog then forms a register and record of how ideas, innovations, involvement, and issues are directed within the Trust for consideration and resolution.

Contacting governors

Any member of the public wishing to contact, or pose questions to, a member of the Council of Governors or the Board of Directors can do so:

• In writing to the Governor and Membership Officer by email atlpft.governor-member@nhs.net orto Trust Headquarters, St George’s, Long Leys Road, Lincoln, LN1 1FS.
• Via the ‘Contact our Governors’ page on the Trust website by using this link