Document History
Modified Date:
Version Number:
Next Revision
Due:
Author:
1.0
Reference Number:
Policy Sponsor:
Trust Secretary
Approved by:
Council of Governors
Date: 9 September 2014
Ratified by:
Trust Board
Date: 25 September 2014
Category:
Corporate
Sub Section:
Corporate
September 2017
Deputy Trust Secretary
Type of
Statement of Roles and Responsibilities
Document:
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Statement of the Council of Governors Roles and Responsibilities
1.0 Context:
The NHS Foundation Trust Code of Governance requires the schedule of matters
reserved for the Board include a clear statement detailing the roles and
responsibilities of the Council of Governors and their responsibilities towards
members, other stakeholders and how Governors will seek their views and keep
them informed. In addition, the statement should describe how any disagreements
between the Council of Governors and the Board of Directors will be resolved.
2.0 Statutory Duties:
The concept of an NHS Foundation Trust rests on local accountability, which
Governors perform a pivotal role in providing. The Council of Governors, collectively,
is the body that binds a Trust to its patients, service users, staff and stakeholders. It
consists of elected members and appointed individuals who represent members and
other stakeholder organisations. The NHS Act 2006 and the Health and Social Care
Act 2012 set out Governors statutory responsibilities:
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Appoint and if appropriate, remove the Chair
Appoint and if appropriate, remove the other Non-Executive Directors
Decide the remuneration and allowances and other terms and conditions of
office of the Chair and Non-Executive Directors
Approve (or not) any new appointment of a Chief Executive
Appoint and if appropriate remove the NHS Foundation Trust Auditor
Receive the Trust’s Annual Accounts, any report of the Auditor on them and
the Annual Report at a general meeting of the Council of Governors
Hold the Non-Executive Directors individually and collectively to account for
the performance of the Board of Directors
Represent the interests of the members of the Trust as a whole and the
interest of the public
Approve Significant Transactions
Approve an application by the Trust to enter into a merger, acquisition,
separation or dissolution
Decide whether the Trust’s non-NHS work would significantly interfere with its
principle purpose which is to provide goods and services in England or
performing its other functions
Approve amendments to the Trust’s Constitution (where there has been an
amendment to the Constitution which relates to the powers, duties or roles of
the Council of Governors, at least one Governor must attend the next annual
members meeting and present the amendment to members. Members have
the right to vote on and veto these types of constitutional amendments)
2.1 Additional Powers:
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The Board of Directors must have regard to the views of the Council of
Governors when preparing the Trust’ forward plan
The Council of Governors may require one or more of the Directors to attend
a Council of Governors meeting to obtain information about the performance
of the Trust’s functions or the Directors performance of their duties and to help
the Council of Governors decide whether to propose a vote on the Trust’s or
Director’s performance
3.0 Roles and Responsibilities:
Governors may become involved in many areas not covered by the legislation,
however they should remember they do not play an operational role within the Trust.
Within the Council of Governors meetings, Governors will receive and review reports
on:
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The performance of the Trust against agreed key financial, operational, quality
and regulatory compliance indicators and stated objectives
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Patient experience in areas such as accessibility, cleanliness and the
environment, and overall ‘customer care’
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Staff experience such as Staff Surveys including quarterly “Pulse Checks”
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Campaigns such as smoking, alcohol, nutrition, drug abuse and accident
prevention
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Summary Reports from sub-committees of the Council of Governors
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Working groups formed by Governors with selected Non-Executive Directors,
each led by an Executive Director and targeted at the key areas of the Trust’s
activity and strategic planning.
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The Membership Strategy and the development of plans for growing and
developing the membership
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Other areas of activity of interest to Governors
In addition, the Governors will:
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Hold Annual Members’ Meeting to present and receive feedback on the
overall strategic aims of the Trust
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Commission an annual review of its effectiveness and efficiency in the
discharge of its responsibilities and achievement of objectives
The Council of Governors will establish the following committees:
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Remuneration Committee
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Nominations Committee
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Such other committees as required from time to time
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Task and finish working groups as necessary.
4.0 Lead Governor Role:
The main role of the Lead Governor is to support communication between Monitor
and the Council of Governors in the limited number of circumstances when it may
not be appropriate to communicate through the normal channels of the Trust Chair
and Trust Secretary.
The Lead Governor should not assume the power or responsibility of the Council.
The power of the Council of Governors rests with the Council itself.
Monitor expect direct contact with a Council of Governors to be rare. The main
circumstances in which Monitor will contact a Lead Governor are when Monitor has
concerns about the Board’s leadership, which could potentially lead to Monitor using
its formal powers to remove the Chair or Non-Executive Directors (NEDs).
Should individual Governors wish to contact Monitor with such concerns, then
Monitor expects this to also be through the Lead Governor.
4.1 Role of Lead Governor in Communications Process
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The Lead Governor should pass on any communication received directly from
Monitor within five days. This should be done via the Trust Secretary
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Where the Chair of the Council of Governors is conflicted, the Lead Governor
should convene a meeting of the Council of Governors via the Deputy
Chairman, but only in respect of communications received from Monitor
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Where any Governor – including the Lead Governor - wishes to contact
Monitor, this should be first discussed with the Senior Independent Director.
The Senior Independent Director is one of the Non-Executive Directors who
will act as the point of contact with the Board if Governors have concerns that
have not been resolved through the normal channels
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After that, if matters have not been resolved through the Chair or the Council
of Governors, then contact with Monitor, would be via the Lead Governor
4.2 Other Responsibilities
In certain occasions it might not be appropriate for the Chair or Deputy Chair to
preside at meetings of the Council of Governors (such as when the Governors are
considering the remuneration and appointment of these individuals).
In these circumstances the Lead Governor would chair the part of a Council of
Governors meeting that the Chair and Deputy Chair are either absent or disqualified
from participating in. Again, this should only be in a limited number of circumstances.
The role:
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To chair meetings of the Council of Governors which cannot be chaired by
theTrust Chair, Deputy Chair or other Non-Executive due to a conflict of
interest
To consult routinely with the Governors regarding the planning and
preparation the Council of Governors agenda
To provide input into the Chair’s appraisal on behalf of the Council of
Governors
To be an external point of contact for Monitor when appropriate
To take an active role in the activities of the Council of Governors
o Deputise for the Chair/Deputy Chair at Members’ events
o Chair quarterly informal Governors’ meetings
o Chair the Membership Committee, present the Membership Report to
the Annual Members’ Meeting and lead the Governors in issues related
to membership
o Present reports to the Board of Governors as Lead Governor
o Report to the Nominations Committee on the Chair’s performance from
the Board of Governor perspective
o Provide leadership and guidance; mentor new or less experienced
governors
o Meet regularly with the Chair; be a point of contact through which
channels of communication flow between Chair/Board of Directors and
Board of Governors so as to foster good relations and openness
o Liaise regularly with the Trust Secretary in relation to meetings,
minutes, follow up action, progress chasing
o Provide a sounding board for the Chair and members of the Executive
Team
5.0 Responsibilities under the Main Principles of the Code of Governance:
The Council of Governors has a duty to hold the Non-Executive Directors individually
and collectively to account for the performance of the Board of Directors. This
includes ensuring the Board of Directors acts so that the Foundation Trust does not
breach the conditions of its licence. It remains the responsibility of the Board of
Directors to design and then implement agreed priorities, objectives and the overall
strategy of the NHS Foundation Trust.
The Council of Governors is responsible for representing the interests of NHS
Foundation Trust members and the public and staff in the governance of the NHS
Foundation Trust. Governors must act in the best interests of the NHS Foundation
Trust and should adhere to its values and code of conduct.
Governors are responsible for regularly feeding back information about the Trust, its
vision and its performance to members and the public and the stakeholder
organisations that either elected or appointed them. The Trust should ensure
Governors have appropriate support to help them discharge this duty.
All Directors and Governors should receive appropriate induction on joining the
Board of Directors or the Council of Governors and should regularly update and
refresh their skills and knowledge. Both Directors and Governors should make every
effort to participate in training that is offered.
The Board of Directors and the Council of Governors should be supplied in a timely
manner with relevant information in a form and of a quality appropriate to enable
them to discharge their respective duties.
The Council of Governors, which is responsible for the appointment and reappointment of Non-Executive Directors, should take the lead on agreeing a process
for the evaluation of the Chairperson and the Non-Executives, with the Chairperson
and the Non-Executives. The outcomes of the evaluation of the Non-Executive
Directors should be agreed with them by the Chairperson. The outcomes of the
evaluation of the Chairperson should be agreed by him or her with the Senior
Independent Director. The outcomes of the evaluation of the Non-Executive
Directors and the Chairperson should be reported to the Governors. The Governors
should bear in mind that it may be desirable to use the Senior Independent Director
to lead the evaluation of the Chairperson.
The Council of Governors should assess its own collective performance and its
impact on the NHS Foundation Trust.
All Non-Executive Directors and elected Governors should be submitted for reappointment or re-election at regular intervals. The performance of Executive
Directors of the Board should be subject to regular appraisal and review. The
Council of Governors should ensure planned and progressive refreshing of the NonExecutive Directors.
The Council of Governors must represent the interest of Trust members and the
public.
6.0 Responsibilities under the Code of Conduct:
Governors are required to adhere to the highest standards of conduct in the
performance of their duties. In respect of their interaction with others, they are
required to:
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Adhere to good practice in respect of the conduct of meetings and respect the
views of their fellow elected and appointed members
Be mindful of conduct which could be deemed to be unfair or discriminatory
Treat the Trust’s executives, other employees and fellow members with
respect and in accordance with the Trust’s policies
Recognise that the Council of Governors and management have a common
purpose, i.e. the success of the Trust and adopt a team approach
Conduct themselves in such a manner as to reflect positively on the Trust.
When attending external meetings or any other events at which they are
present, it is important for Governors to be ambassadors for the Trust
Adhere to the Trust’s rules and policies
Act in the best interests of the Trust at all times
Contribute to the workings of the Council of Governors in order for it to fulfil its
role and function as defined in the Trust Constitution
Comply with the Trust’s Code of Conduct for Governors and any guidance or
best practice advice issued by Monitor and behave in accordance with the
seven Nolan Principles of Behaviour in Public Life
Comply with the Standing Financial Instructions prepared by the Director of
Finance and approved by the Board of Directors for the guidance of all staff
employed by the Trust
7.0 Governor Communication with Stakeholders
There are a range of options available for staff and public Governors to engage with
their constituent members. These include:
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Direct/tailored email to members
Use of the members’ newsletter; The Community, to carry articles and
messages
Use of the staff newsletter; Our Voice, for staff Governors to share news
Profession-specific email distribution list to aid tailored communications
Social media and digital channels
Open days at our sites
Member recruitment within constituencies
In addition, a Membership Group has been established consisting of seven
Governors to further develop the channels we use with our membership and how we
undertake the wider engagement with our communities.
8.0 Disagreements between the Council of Governors and the Board of
Directors
The Council of Governors and the Board of Directors are committed to developing
and maintaining a constructive and positive relationship. The aim, at all times, is to
resolve any potential or actual differences of opinion quickly, through discussion and
negotiation.
If the Chairman cannot achieve resolution of a disagreement or dispute between the
Council of Governors and the Board of Directors through informal efforts the
Chairman will follow this dispute resolution procedure. The aim is to resolve the
matter at the first available opportunity and only to follow the dispute resolution
procedure if initial action fails to achieve resolution:
The Chairman will call a joint meeting (“Resolution Meeting”) of equal numbers of
Governors and Directors, to take place as soon as possible, but no later than twenty
working days following the date of the request by the Chairman. The Resolution
Meeting will be held in private. The aim of the Resolution Meeting will be to achieve
resolution of the conflict. The Chairman will have the right to appoint, in his absolute
discretion, an independent facilitator to assist the process. Every reasonable effort
must be made to reach resolution.
If the Resolution Meeting fails to resolve the conflict, the dispute will be referred back
to the Board of Directors who shall make the final decision. Any final decision by the
Board of Directors is without prejudice to the statutory powers of the Council of
Governors.
9.0 References:
Monitor The NHS Foundation Trust Code of Governance (Updated July 2014)
Monitor Your Statutory Duties; A Reference Guide for NHS Foundation Trust
Governors (August 2013)
DCHS Code of Conduct for Governors (October 2012)
Council of Governors Terms of Reference (February 2013)
DCHS Engagement Policy