1. 1 NHS Foundation Trust Application Board Development Trust Board and Board Committees July 2012

2. 2 Developing our decision-making Current board committee structure: has evolved in response to pressures facing the trust over time and includes Performance Cttee, Finance & Investment Cttee, Risk, Assurance & Quality Cttee, Audit Cttee, Remuneration Cttee and Charitable Funds. Right to review in preparation for NHS Foundation Trust Status. Review of committee structure: brought together feedback from recent observations of board and board committees in last 12 months (Chantrey Vellacott readiness assessment, PWC HDD audit and Deloitte board development programme) at workshop on 25 th May. Issues to be addressed: review recognised strengths of current arrangements but identified issues of overlap and duplication, potential lack of clarity about terms of reference and high demand on directors time attending board committees. New structure: develops existing arrangements to reduce number of board committees, ensure key decisions taken at trust board, strengthen the link between the board and the management structure and ensure fit for purpose for an NHS Foundation Trust. Implementation: tight timescale for implementation due to NHS FT timetable but aiming for new committee cycle to start from July 2012.

3. 3 High-Level Trust Committee Structure (from July 2012) Trust Board of Directors Trust Management Board Quality & Safety Cttee Performance, Finance & Investment Cttee Audit CtteeBoard Nomination & Remuneration Cttee Charitable Funds Investment Panel Divisional Management Teams Divisional Quality Teams Trust-wide Quality Cttees Exec Performance & Finance Team For One & All Programme Group Integration & Improvement Group Foundation Trust Programme Group Board & board Committees Programme groups reporting direct to Trust Board Management groups

4. 4 Summary Terms of Reference The Board leads the Trust by undertaking three key roles: Formulating strategy Ensuring accountability by holding the organisation to account for the delivery of the strategy and through seeking assurance that systems of control are robust and reliable Shaping a positive culture for the Board and the organisation. The general duty of the Board, and of each director individually, is to act with a view to promoting the success of the Trust so as to maximise the benefits for the members of the corporation as a whole and for the public. Membership Ben Reid OBE, Chair Nigel Summers CBE, Vice-Chair Dr Phil Begg, NED Stuart Gray, NED Phil Ashmore, NED Akshay Parikh, NED Guy McEvoy, Assoc NED* Danielle Oum, Assoc NED* Richard Kirby, Chief Executive Jayne Tunstall, Chief Operating Officer Mr Amir Khan, Medical Director Sue Hartley, Director of Nursing Shahana Khan, Director of Finance & Performance Anne Baines, Director of Strategy* *To be full members of the FT Board of Directors Director of Governance and Trust Secretary to be in attendance Trust Board of Directors

5. 5 Summary Terms of Reference Monthly performance Financial planning and performance Cost Improvement Programme planning and delivery Capital planning Investment decisions Workforce performance Membership Nigel Summers CBE, Chair Phil Ashmore, NED Akshay Parikh, NED Danielle Oum, Assoc NED Richard Kirby, Chief Executive Jayne Tunstall, Chief Operating Officer Mr Amir Khan, Medical Director Sue Hartley, Director of Nursing Shahana Khan, Director of Finance & Performance Anne Baines, Director of Strategy Performance, Finance & Investment Committee

6. 6 Summary Terms of Reference Quality and Safety Patient experience Hospital mortality Assurance and risk management CQC and external inspection / regulation Information governance NHSLA standards Clinical Audit and NICE compliance Membership Dr Phil Begg, Chair Stuart Gray, NED Another NED (to be confirmed) Guy McEvoy, Assoc NED Richard Kirby, Chief Executive Jayne Tunstall, Chief Operating Officer Amir Khan, Medical Director Sue Hartley, Director of Nursing Shahana Khan, Director of Finance & Performance In attendance Dawn Clift, Director of Governance & Trust Secretary 3 Associate Medical Directors Associate Director of Nursing 3 Heads of Nursing 2 Divisional Directors of Community Services (until operational structure complete in Autumn 2012) Quality & Safety Committee

7. 7 Summary Terms of Reference Governance, risk management and internal controls Internal audit function and findings External audit findings Counter Fraud Financial reporting and controls Membership Stuart Gray, Chair Nigel Summers CBE, NED Phil Ashmore, NED In attendance Shahana Khan, Director of Finance & Performance Bish Sominka, Head of Internal Audit John Kelly, Local Counter Fraud Specialist External Auditors Audit Committee

8. 8 Summary Terms of Reference Nomination function – reviewing size, structure and composition of the Board; succession planning, identification and nomination of candidates for Board positions; removal and suspension of Board members Remuneration – review terms and conditions of office (inc remuneration) of Exec Directors Performance – monitor and evaluate performance of Directors Board Nomination and Remuneration Committee Membership Ben Reid OBE, Chair Nigel Summers CBE, Vice-Chair Dr Phil Begg, NED Stuart Gray, NED Phil Ashmore, NED Akshay Parikh, NED

9. 9 Summary Terms of Reference Charitable fund investment decisions Charitable funds expenditure Compliance with Charities Commission guidelines Approval of charitable funds investment policy Charitable funds annual accounts Charitable Funds Investment Panel (to be reviewed further) Membership Stuart Gray, Chair Phil Ashmore, NED Shahana Khan, Director of Finance and Performance In attendance Dawn Clift, Director of Governance and Trust Secretary Russell Caldicott, Associate Director of Finance – Financial Control Investment Advisor

10. 10 Monthly Meeting Cycle Week 1Week 3Week 4Week 2 Quality & Safety Committee Performance, Finance & Investment Committee Audit Committee Charitable Funds Investment Panel (quarterly) Trust Board (public and private sessions) Exec Performance & Finance Team Trust Management Board Remuneration & Nomination Committee called as required Note – In ‘five week months’, the cycle will move forward 1 week

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