1
Section RAG rating:
Green
. Board composition and commitment
1.3 Board member commitment
Evidence of compliance with good practice
(Please reference any supporting documentation below and attach with your submission)
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Action Plans to achieve good practice
(Please reference Actions Plans below and attach with your submission)
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Explanation if not complying with good practice
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Q1. Board members have a good attendance record at all formal Board and Committee meetings and at Board events (e.g. workshops; quality walks etc).
A1 Board members have good attendance at meetings, visits and training events.
Evidence: Minutes and summary attendance record.
Q2. The Board has discussed the time commitment required of the FT process and Board members have committed to set aside this time.
A2. The Board has discussed time commitment for FT. All members engage with the work of the Trust above the 2.5 days per month they were appointed for.
Evidence: At FT events and changes to Board agendas – NL notes of Chair meetings
Q3. The Board has an explicit ‘Code of Conduct’ which clearly describes the behaviours expected of Board members. These behaviours are aligned to the values of the Trust and the 7 Nolan Principles of Public Life. Compliance with the code is routinely monitored by the Chair and included as part of each Board member’s annual appraisal.
A3.The Board has an explicit code of conduct and Board Etiquette
Evidence: Papers and minutes of Board Meeting 29th February 2012
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Red Flags
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Action plans to remove the Red Flag(s) or mitigate the risk presented by the Red Flag(s)
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Notes/ comments
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1. There is a record of Board and Committee meetings not being quorate.
All Meetings quorate
Evidence: Minutes
2. There is regular non-attendance by one or more Board members at Board or Committee meetings. .
Evidence: Minutes and summary attendance record
3. Attendance at one or more Committees is inconsistent (i.e. the same Board members do not consistently attend the same Committee meetings).
None
Evidence: Minutes of meetings and summary attendance
4. There is evidence of Board members not behaving consistently with the behaviours expected of them and this remaining unresolved.
None
Evidence: Board minutes, Etiquette, RDL Board Development /RSM Tenon reviews
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2. Board evaluation, development and learning
B
Section RAG rating:
Amber /Red
oard evaluation, development and learning
2.1 Effective Board level evaluation
Evidence of compliance with good practice
(Please reference any supporting documentation below and attach with your submission)
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Action Plans to achieve good practice
(Please reference Actions Plans below and attach with your submission)
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Explanation if not complying with good practice
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Q1. Formal evaluations of the Board and Committees have been undertaken within the previous 12 months consistent with the NHS Foundation Trust Code of Governance. The Board can clearly identify a number of changes/ improvements in Board and Committee effectiveness as a result of the formal evaluations that have been undertaken.
A1 The Trust commissioned a review of governance from RSM Tenon (mock HDD1 and Board observation) in February 2012 with feedback provided to the Board. The Trust has further commissioned independent review of its Quality Governance arrangements (by KPMG) and is undertaking Board evaluation and development work from RDL.
Evidence: RDL and RSM Tenon report also included Board observation and notes for action/development.
RDL report. The Audit Committee has also evaluated its performance in November 2011 and May 2012.
Q2. The Board has had an independent evaluation of its effectiveness and committee structure within the last 2 years by a 3rd party that has a good track record in undertaking Board effectiveness evaluations.
A2 See A1 above.
Evidence: RSM Tenon paper and work by RDL.
Q3. In undertaking its formal evaluation, the Board has used an approach that includes various evaluation methods. In particular, the Board has considered the perspective of a representative sample of staff and key external stakeholders (e.g. commissioners and/or patients) on whether or not they perceive the Board to be effective.
A3 See A1 above.
Evidence: RSM Tenon paper and work by RDL
Q4. The focus of the evaluation included traditional ‘hard’ (e.g. Board information, governance structure) and ‘soft’ dimensions of effectiveness. In the case of the latter, the evaluation considered as a minimum:
1. The knowledge, experience and skills required to effectively govern the organisation and whether or not the Board’s membership currently has this;
2. How effectively meetings of the Board are chaired;
3. The effectiveness of challenge provided by Board members;
4. Role clarity between the Chair and CEO, Executive Directors and NEDs, between the Board and management and between the Board and its various sub-committees;
5. Whether the Board’s agenda is appropriately balanced between: strategy and current performance; finance and quality; making decisions and noting/ receiving information; matters internal to the organisation and external considerations; and business conducted at public board meetings and that done in confidential session.
6. The quality of relationships between Board members, including the Chair and CEO. In particular, whether or not any one Board member has a tendency to dominate Board discussions and the level of mutual trust and respect between members.
A4 See above. Covered by both sessions
Evidence: RDL and RSM Tenon evaluations
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Q1 To prepare a timetable for formal reviews which ensure the FT Code of Governance is maintained. Action plans from current reviews need to be implemented as appropriate
Q2 A formal Board review, including a 360 appraisal is required to build upon the existing reviews.
Q3 A formal review will need to include the views of staff and key stakeholders
Q4. Board development action plan following RSM Tenon review to be reviewed by the Board in July 2012
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Red Flags
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Action plans to remove the Red Flag(s) or mitigate the risk presented by the Red Flag(s)
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Notes/ comments
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1. No formal Board evaluation has been undertaken within the last 12 months.
Evidence HDD1 dry run and Board evaluation work
2. The Board has not undertaken an independent evaluation of its effectiveness within the last 2 years.
Evidence: Training received by RDL and Institute of Directors (IoD) in 2011 but no formal evaluation; only development sessions.
3. Where the Board has undertaken an evaluation, only the perspectives of Trust Board members were considered and not those outside the Board (e.g. staff, commissioners etc).
Board and independent reviewer only undertaken
Evidence: RSM Tenon work, Training RDL and IoD in 2011
4. Where the Board has undertaken an evaluation, only one evaluation method was used (e.g. only a survey of Board members was undertaken).
Evaluation include survey and observations plus 1-1 interviews
Evidence: RSM Tenon work, Training RDL and IoD in 2011
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RF Q1) A formal Board review, including a 360 degree appraisal is required to build upon the existing reviews. A timetable for evaluation needs to be added to Board and Committee forward plans
RF Q3) Formal review to be undertaken to include staff and external stakeholder views
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2. Board evaluation, development and learning
Section RAG rating:
Green
2.2 Whole Board Development Programme
Evidence of compliance with good practice
(Please reference any supporting documentation below and attach with your submission)
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Action Plans to achieve good practice
(Please reference Actions Plans below and attach with your submission)
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Explanation if not complying with good practice
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Q1. The Board has a programme of development in place. The programme seeks to directly address the findings of the Board’s annual evaluation (see previous section) and contains the following elements: understanding what FT status means; development specific to the Trust’s FT application; and reflecting on the effectiveness of the Board and its supporting governance arrangements.
A1 The Board has a development programme in place through FT and pre-board sessions
Evidence: Board forward plan and RDL
Q2. Understanding what FT status means - Board members have an appreciation of how they will be regulated as an NHS FT and the role of the Board and NEDs in an FT environment.
A2 Board members have an appreciation of how they will be regulated as a Board and NEDs in the FT environment
Evidence: Board development programme
Q3. Development specific to the Trust’s FT application – the Board is or has been engaged in the development of the IBP and LTFM and self-assessing the Trust’s quality governance arrangements against Monitor’s Quality Governance Framework.
A3 3 Board has involvement in IBP/LTFM and Quality Governance Frameworks – development and validation
Evidence: Notes of relevant development sessions. Also, sessions on LTFM at the end of Finance & Investment Committee
Q4. Reflecting on the effectiveness of the Board and its supporting governance arrangements -The development programme includes time for the Board as a whole to reflect upon, and where necessary improve:
1. The focus and balance of Board time;
2. The quality and value of the Board’s contribution and added value to the AFT;
3. How the Board responded to any service or financial failures;
4. Whether the Board’s subcommittees are operating effectively and providing sufficient assurances to the Board;
5. The robustness of the Trust’s risk management processes;
6. The reliability, validity and comprehensiveness of information received by the Board.
A4 Time is protected for FT/Board development and is well attended
Evidence: Schedule of meetings and attendance list. Internal Audit Risk maturity rating
Q5. Time is ‘protected’ for undertaking this programme and it is well attended.
A5 Board has considered high level training needs and impact post FT approval
Evidence: Discussed at development session
Q6. The Board has considered, at a high-level, the potential development needs of the Board post authorisation as an FT.
Currently discussions taking place on unitary Board working with RDL.
Evidence: RDL Notes
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Q6 The Board Development programme will need to include consideration of development needs post authorisation.
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Red Flags
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Action plans to remove the Red Flag(s) or mitigate the risk presented by the Red Flag(s)
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Notes/ comments
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Q1. The Board does not currently have a Board development programme in place.
A1 Board development programme in place
Evidence: RDL programme, Board development Programme/activities
Q2. The Board Development Programme is not aligned to helping the Board achieve FT status.
A2 Programme is aligned to helping the Board achieve FT status
Evidence: Developed with NED and Executive Directors based on need and requirement
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2. Board evaluation, development and learning
2
Section RAG rating:
Amber/Green
.3 Board induction, succession and contingency planning
Evidence of compliance with good practice
(Please reference any supporting documentation below and attach with your submission)
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Action Plans to achieve good practice
(Please reference Actions Plans below and attach with your submission)
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Explanation if not complying with good practice
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Q1. All members of the Board, both Executive and Non-Executive, are appropriately inducted into their role as a Board member. Induction is tailored to the individual Director and includes access to external training courses where appropriate. As a minimum, it includes an introduction to the role of the Board, the role expectations of NEDs and Executive Directors, and the statutory duties of Board members in FTs.
A1 Board members have induction which is tailored and have access to external training. Induction includes duties, and expectations
Evidence: Induction programme
Q2. Induction for Board members is conducted on a timely basis.
A2 Induction for Board members takes place on a timely basis
Evidence: Feedback from members and induction details
Q3. Where Board members are new to the organisation, they have received a comprehensive corporate induction which includes an overview of the services provided by the Trust, the organisation’s structure, Trust values and meetings with key leaders.
A3 New members receive information on the organisation and meet key operational directors, receive structures and information on services provided
Evidence: Feedback from directors and induction details
Q4. Deputy positions for the Chair and CEO have been formally designated and minuted.
A4 The Deputy position for the Chair is currently covered by the SID. The CEO deputy is not yet formalised
Evidence: Board minutes
Q5. The Board has considered the skills it requires to govern the organisation effectively in the future and the implications of key Board-level leaders leaving the organisation. Accordingly, there are demonstrable succession plans in place for all key Board positions (Executive and Non Executive) not withstanding the requirement to market test applicants and, where appropriate, recruit externally.
A5 Board has discussed skills required and NEDs have considered succession planning via talent management.
Evidence: Notes of Talent management meetings, NED appraisals?
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Q1 Induction requires more work on the roles and accountability of Directors
Q4 Chair and CEO to identify deputies.
Q5 Succession planning approach for Executive and Non Executive appointments to be agreed and formalised
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Red Flags
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Action plans to remove the Red Flag(s) or mitigate the risk presented by the Red Flag(s)
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Notes/ comments
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Q1. There is no formal induction for new members of the Board.
A1 Induction is mainly geared towards NEDs and involves a pack and meeting schedule. EDs are inducted through the employee induction programme and secondary induction by CEO
Evidence: Induction programmes
Q2. Deputy Chair and Deputy CEO positions have not been formally designated and noted in Board minutes.
A2 No Deputy Chair or Deputy CEO formally designated and noted in Board minutes
Evidence: SRO appointment
Q3. NED appointment terms are not sufficiently staggered.
A3 NED appointments are staggered
Evidence: Appointment letters and summary table of periods of appointments
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RFQ2 Deputy Chair and CEO positions to be formalised in discussion with Chair
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2.
Section RAG rating:
Amber /Green
Board composition and commitment
2.4 Board member appraisal and personal development
Evidence of compliance with good practice
(Please reference any supporting documentation below and attach with your submission)
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Action Plans to achieve good practice
(Please reference Actions Plans below and attach with your submission)
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Explanation if not complying with good practice
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Q1. The effectiveness of each Board member’s contribution to the Board, including the Board contribution of Executive Directors, is formally evaluated on an annual basis by the Chair (in the case of Executive Directors, this appraisal may form part of a wider annual appraisal process and therefore fed back via the CEO). The evaluation process includes consideration of the perspectives of other Board members on the quality of an individual’s contribution (i.e. 360 degree appraisal) and how they have performed against their objectives.
A1 Feedback has been provided as part of the independent reviews that the Trust has commissioned; e.g. the review of governance from RSM Tenon (mock HDD and separate Board review and questionnaire) in February 2012; an independent review of the Quality Governance arrangements by KPMG. Board observation feedback was also provided by RDL Consulting (2011 session EDs and NEDs).
Evidence: RDL and RSM Tenon report also included Board observation and notes for action/development. Board reviews progress of objectives, Board reports
RDL report. The Audit Committee has also evaluated its performance in November 2011.
Q2. There is a comprehensive appraisal process in place to evaluate the effectiveness of the Chair of the Board that is led by the Senior Independent Director.
A2 Current appraisal of the chair is undertaken by NHS London. (NHSL)
Evidence: Appraisal documentation
Q3. Each Board member (including each Executive Director) has objectives specific to their Board role that are reviewed on an annual basis by the Chair.
A3 PDR and annual appraisals in place for Board members
Evidence: Appraisal documentation
Q4. Each Board member has a Personal Development Plan that is directly relevant to the successful delivery of their Board role. In particular, each Board member has reflected upon their personal development needs in relation to helping the Trust successfully achieve FT authorisation and, where appropriate, has included these needs within their Personal Development Plan.
A4 PDR and annual appraisals in place for Board members
Evidence: Personal files, Board Development programme
Q5. There are processes in place to ensure the development of Executive Directors as Corporate Directors.
A5 Evidence: Attendance at Courses, PDR development objectives
Q6. As a result of the Board member appraisal and personal development process, Board members can evidence improvements that they have made in the quality of their contributions at Board-level.
A6 Evidence: Self appraisal led to changes in board agendas, templates for papers and timings. NL notes from project meetings. Reflections on Board meetings
Q7. The involvement of Governors in the Chair and NED appraisal process once the Trust is an FT has been considered.
A7 Plans in place for prospective Governor development (summer 2012 onwards)
Evidence: Governor development programme proposal signed off by FT Programme Board March 2012. Budget set
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Q1 360 degree appraisal arrangements to be put in place for the Board evaluation and to include other stakeholders.
Q2 A comprehensive appraisal of the chair’s effectiveness is required. To be led by the Senior Independent Director. To include evidence of improvements in contributions at Board level. Process for Chair review of Executive contribution to be agreed. Executive Director objectives to be agreed with Chairman for Executive role.
Q3 Appraisals to include objectives relating to FT and their role as Board members. Process to be developed for NED involvement in Chair and NED appraisal
Q7 Process to be developed in line with work on the Council of Governors
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Red Flags
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Action plans to remove the Red Flag(s) or mitigate the risk presented by the Red Flag(s)
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Notes/ comments
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Q1. There is not a robust performance appraisal process in place at Board level that evaluates the Board contributions of every member of the Board (including Executive Directors) on an annual basis and documents the process of formal feedback being given and received.
A1 There is not a formal and robust appraisal process in place for the Board on an annual basis which documents formal feedback given & received
Evidence: RDL and RSM Tenon evaluations
2. Individual Board members have not received any formal training or professional development relating to their Board role.
A2 Formal training and induction in place
Evidence: Induction pack
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Q1.Appraisal arrangements to be formalised as part of Board cycle
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