Trust Board Committees
In 2022/23 the Board of Directors has had in place a robust structure of Committees that had been reviewed and restructured in 2020/21 to address the changing demands of the health economy, driven by the needs to service the developing Integrated Care System, NHS Long Term Plan, The NHS People Plan and ongoing changes in the regulatory framework. The Committees listed below have had their terms of reference reviewed in September 2022 and have been meeting effectively throughout 2022/23:
- Audit
- Quality
- Sustainability
- People
- Appointment and Terms of Service.
The work of the Committees is evaluated on an annual basis against agreed forward agendas, with highlights and exceptions reports provided to the Board of Directors’ meetings and full minutes available to all directors. Each committee has a specified membership from within the Board of Directors, however, on occasion, other directors will attend in relation to a specific agenda item, and their attendance is duly recorded.
Each committee of the Board is provided with suitable and sufficient support, technical advice and resources to effectively deliver its terms of reference.
During the Covid-19 pandemic a degree of proportionate governance was applied to release time to focus on the management of the pandemic and the provision of direct care. The dates and agendas of some committee meetings were adjusted to respond to this. However, all of the forward agenda items were tracked and all of the business was conducted either at a later date or on a priority basis. During 2022/23, normal meeting frequency and reporting was resumed.
Audit Committee and auditors
The Audit Committee is an independent non-executive 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.
The committee met in ordinary session four times during the course of the year, and in one extra-ordinary session to receive and scrutinise the 2020/21 annual reports and accounts on behalf of the Board of Directors. The names of the Chair and members of the Audit Committee and their regularity of attendance at meetings are disclosed in the table above.
The Chair of this committee 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 to the committee 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.
A copy of the full terms of reference for this committee, which have been approved by the Board of Directors and agreed with the Council of Governors, is available on request from the Director of Corporate Governance.
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, reappointed Deloitte as the Trust’s external auditor from 1 April 2017 for up to five years. The Council of Governors approved a policy for additional services (renewed every two years), for the procurement of such services from the Trust’s external auditors. This contract will be concluded after the completion of the 2021/22 annual accounts and report.
The Director of Finance and Information 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.
The Trust’s internal Auditors for 2022/23 were Grant Thornton, who commenced a one-year contract extension on 1 April 2022, as provided for, as an option, in the original three-year contract to provide the service.
In the spirit of true collaboration, the Trust was part of a wider system tender process for the provision of internal audit services and TIAA commenced as the new service provider on 1 April 2023.
The Director of Finance and Information 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 2022/23 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 (BAF). 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 (AGS) 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 Quality Committee membership consists of three non-executive directors and four executive directors. The names of the Chair and members of the Quality Committee and their regularity of attendance at meetings are disclosed in the table above.
During 2022/23 the Quality Committee’s terms of reference and forward agenda were reviewed, in line with the other Committees of the Board.
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.
The Committee and its sub-committees provide a focused set of assurance reports. The Committee’s agenda includes deep dives into a particular area of concern or where challenges have been identified.
Sustainability Committee
The Sustainability Committee has the oversight and ownership of the Finance, Procurement, Estate and Digital 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 Information Management and Technology 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.
The Committee undertook its duties and ensured that the Trust’s finance and performance enabled the Trust to remain a going concern.
People Committee
In 2020/21, the Board of Directors recognised the increasing need for a committee focused on People, in order to deliver the NHS People Plan. This Committee has continued to operate throughout 2022/23.
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.
Appointment and Terms of Service (ATS) 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, other than for the Medical Director.
Nominations and Remuneration (NOMS) Committee
Non-executive directors are separately recruited and recommended to the Council of Governors for appointment by the Nominations and Remuneration Committee of the Council of Governors.
The members of the Nominations and Remuneration Committee are:
- Kevin Lockyer
- Debbie Abrams
- Michael Regan
- Andy Rix
- Jacky Tyson
- Mark Gresswell
- Emma Slack from November 2022.
