The Governor’s Role

1. The Governor’s Role John Coutts Governance Advisor FTN

2. The Governor Role Derived from: • Schedule 7 of the National Health Service Act 2006 • Monitor’s Code of Governance • Model Core Constitution • Monitor’s Guide for Governors The key elements: • Representing the interests of members • Carrying out Statutory Duties • Influencing Strategic Direction • Judging Performance & Accountability

3. The FT Governor Representative of different constituencies of interest: • The public - elected • Staff - elected • Optional: patient/service user/carer – elected • Stakeholder – appointed • Under current legislation public governors must be the majority – that may change.

4. Representing Members Representing members or representative of members? • Elected governors need to be representative of their electorate • Appointed governors need to be attuned to the views of the appointing bodies • Involved in developing strategies for filling gaps in membership • In touch with the membership: open days, constituency meetings, newsletter articles etc.

5. Statutory Duties The same for all governors, but governors can bring their experience and expertise to the table: • Appointing NEDs & Chair • Appointing Auditor • Approving appointment of CE • Decide remuneration and allowances of the chair and other NEDs • Receive the annual accounts, any report of the auditor and the annual report Each of these will increase in importance over the next few years

6. Influencing Strategic Direction How? • Governor meetings • Joint strategy meetings with the directors • Constituency meetings • Public presentations What? • What people want from their health service • What is viable and can be delivered • Public consultation and involvement • But allow the directors the freedom to lead the operational management of the plans

7. Accountability – How the Relationships Work Each group appoints the next: • Members elect Governors • Governors appoint the Chair and NEDs • The Chair and NEDs appoint the Executive Directors Each answers to the next: • Executive Directors run the services and answer to the board • NEDs represent the board and answer to Governors • Governors are elected by and answer to the membership • Members are representative of the public and the public purse

8. Working with the Board of Directors A Strong Relationship • A clear understanding of each others role and responsibilities • An understanding of Director’s rights and liabilities • Based on Mutual Respect, Honesty, Openness, Confidentiality & Transparency Agree ground rules • Communication, access to & sufficiency of information • Points of contact • Resolving disagreements

9. Understanding the Board of Director’s Role What the Board of Directors is NOT: • It is is not just another meeting • It is not a committee • It does not ‘run’ or manage the FT • It does not make all decisions or even most decisions

10. The Role of Board of Directors Collective responsibility in statute for the long-term success of the FT • Setting strategic direction • Supervising the performance of executive directors and holding them to account for the performance of the FT. • Taking the decisions that the board reserves to itself • In performing the above roles setting, shaping and influencing the culture of the FT • Carrying out its duties in a way that enables it to be held to account

11. Judging Performance & Accountability A Critical Partnership • Acknowledging the rights and liabilities of Directors • Some commonality with the role of owners/institutional shareholders • Concerned with the overall performance of the trust • Providing user/staff/stakeholder perspective on quality and assurance • Concerned with longer term trends in the overall financial position • A perspective on implementation of corporate values

12. Constructive Challenge It is OK for governors to ask Boards the hard questions, for example: • Can we afford what is in our current strategic plans? • What other options are Directors considering now? • Can we afford to provide all the services we currently offerwhilemaintaining quality? • Should we be looking to specialise or diversify?

13. Interesting practice - what works Each of these work well for some trusts, they may or may not suit yours: • Council of Governors receiving the same reports as the Board • Joint strategy days with Board • Joint site visits with NEDs • Governors attending Board as observers

14. What works (2) Using the fellow governors effectively • Governor skills training: recruitment, managing performance • Governor skills sharing • Governors jointly responsible for production of Governance handbook • Governors involved in developing quality accounts • Looking outwards, helping the FT understand its stakeholders

15. Some Pitfalls What to Avoid • Governor bodies and boards of directors regarding the other as the opposition • Trying to replicate the work of NEDs • Being a single issue campaigner What to ask for • The right level of access to NEDs and Executives • The right level of information in intelligible form

16. The Director’s dilemma The traditional dilemma • How do you exercise enough control to manage risk while allowing scope for innovation in strategy? The new dilemma for boards How do you: • Provide dynamic leadership, • Maintain quality, • Win the support of stakeholders, • Keep the support of staff All at a time of unprecedented reductions in funding for public services?

17. Some Conclusions A Work in Progress • There is no blueprint and no easy answers • Good will and good communication are key • The Board of Directors is responsible for making accountability relationships work, but Governors have a role in making them work well • Openness, transparency and honesty are central in identifying problems early and dealing with them effectively.

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