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 offer while maintaining 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