Accountability & governance John Coutts , Governance Advisor, FTN

1. Accountability & governanceJohn Coutts, Governance Advisor,FTN

2. Context • Worst economic downturn since 1930s • 80% of austerity programme still to be delivered: another 5 years? • NHS resources limited for the foreseeable future • Leveson inquiry, banking scandals, lack confidence that politicians can deliver positive change • 2012 act: significant disruption in transition, large number of unknowns, foundation trusts the only stable part of the system • Mid Staffs Inquiry • Increased need for good governance

3. What is good governance? • Governance is what boards of directors do. • It is the means by which boards direct their organisations. • So good governance is the successful direction of an organisation. • Good governance is not an end in itself, but the means by which organisations can deliver quality services to their users, customers and stakeholders.

4. How does the board deliver good governance? • Directing the organisation by: • Setting organisational strategy • Supervising the management of the organisation • Leading organisational culture • Accounting for their own performance • Boards do not manage the FT – executive directors do.

5. The Health and Social Care Act 2012 • ‘The general duty of the board of directors, and of each director individually, is to act with a view to promoting the success of the corporation so as to maximise the benefits for the members of the corporation as a whole and for the public.’ • ‘The general duties of the council of governors are: • to hold the non-executive directors individually and collectively to account for the performance of the board of directors, and • to represent the interests of the members of the corporation as a whole and the interests of the public.’

6. The governor role – a reminder • Appoint/remove Chair and NEDs • Chair/NED remuneration • Approve/not approve appointment of CE • Appoint/remove auditor • Receive annual accounts, annual report and any auditors report

7. The expanded role – a reminder • Hold the NEDs to account • Represent the interests of members and the public • Approve/not approve mergers, acquisitions (over half of all governors) • Approve/not approve significant transactions (if defined in the constitution – over half of governors voting at a meeting) • Approve/not approve proposed increases of non-NHS income of more than 5% of income • Jointly approve constitutional changes with the board • Power to require one or more directors to attend a meeting to answer questions. • Governors to receive board agendas before the meeting and minutes a.s.a.p. after the meeting • Duty on the FT to equip governors with the skills they need to do their job.

8. What is accountability? • To be accountable is: • To be responsible for the delivery of a specific task or outcome, • To be liable to explain and justify to another party, • To be subject to judgement and possible sanction or reward. • To hold to account is to receive the explanation or justification, to test it through questioning, to form a judgement and to feed back.

9. The FT chain of accountability

10. Accountability and the board • Boards are accountable to councils of governors for how well they carry out their role – to deliver good governance. • Good accountability requires good relationships. • Good boards develop relationships based on respect, candour and trust. • Governors are increasingly influential, but need to use their influence well and have a shared responsibility to make the relationship work.

11. Relationship with the chair • FT chairs have a unique role: chairing the board of directors, presiding over the council of governors. • Leads both bodies. • Relationship based on respect, candour and trust. • Governor and chair roles should reinforce each other. • Some conflict of interest in the chair’s role – but manageable and advantages outweigh disadvantages.

12. Accountability in action • Areasyou might explore with the board include: • How the board manages risk and risk appetite; • How the board gains assurance (confidence + sufficient evidence), sources, value • Quality: metrics, reliability, triangulation • Performance: what has gone well and badly; • Examples of where the board has intervened to deal with issues of performance; • The reliability of past performance as a predictor of future performance.

13. Understand the work of the board • Observing board meetings • Joint work/visits with NEDs • Committees and working groups • Informal conversations • Enlist the help of the chair and the trust secretary

14. Bringing outside experience into the FT • Formal: • Attending members meetings, open days, briefings etc. • Participating in focus groups • Work with you trust office/communications team on publicity, questionnaires etc. • Take opportunities to interact with patients/service users– develop an understanding of the patient experience • Informal: • Your own contacts

15. There is no blueprint • But it should not be just set piece events: • Council of governor meetings • Informal meetings • Board/governors committees • Working groups • One to ones with the chair or CE • Joint visits • Open door/open contact

16. When? • Provisions on non-NHS income began on 1 October • Most other provisions come into force on 1 April 2013

17. Where does this leave governors? • Part of the internal process of FT governance? Outside commentators? Both? • What needs to happen to help governors become more effective? • What development needs are currently unmet? • Where do we want to be in 3 years time?

18. Questions? • john.coutts@foundationtrustnetwork.org