Full Council of Governors Tuesday 16 May 2017 at 2 pm to 4.30 pm

Transcription

1 Full Council of Governors Tuesday 16 May 2017 at 2 pm to 4.30 pm Earl Mill, Dowry Street, Hathershaw, Oldham, OL8 2PF Present: John Schofield Ken Kendall Norma Bewley John Starkey Beryl Whiteley Ryan Cowan Karen Kelland Charlotte Booth Paul Carter Mary Foden Brian Wild Steven Moss John Reddy Wendy Hartley Caroline Poole Richard Cliff Lynzi Shepherd Richard Valle-Jones Jan Trainor Liz McCoy Chairman Public Governor, Bury Public Governor, Oldham Public Governor, Oldham Public Governor, Oldham Public Governor, HMR Public Governor, HMR Appointed Governor, HMR CCG Public Governor, Stockport Public Governor, Stockport Public Governor, Stockport Public Governor, Tameside & Glossop Public Governor, Tameside & Glossop Public Governor, Tameside & Glossop Staff Governor, AHP Staff Governor, Corporate & Support Staff Governor, Corporate & Support Staff Governor, Medical & Dental Staff Governor, Nursing Staff Governor, Nursing In Attendance: Joan Beresford (Non-Executive Director/Deputy Chair), Ian Bevan (Non-Executive Director), Tony Berry (Non-Executive Director), Keith Bradley (Non-Executive Director), Lisa Howarth (Secretary to the Council of Governors/Minutes), Sandra Jowett (Non- Executive Director/Senior Independent Director), Martin Roe (Acting Chief Executive) Apologies: Marie Baistow (Staff Governor, AHP), Clive Brown (Public Governor, Bury), Lorraine Chipeta (Public Governor, Trafford), Graham Davies (Public Governor, Stockport), Lisa Featherstone (Appointed Governor, Bury CCG), Graham Foulkes (Appointed Governor, Oldham CCG), Joyce Howarth (Public Governor, Tameside & Glossop), Cllr. Peter Joinson (Appointed Governor, Rochdale MBC), Cllr. Jackie Lane (Appointed Governor), Cllr. Eddie Moores (Appointed Governor, Oldham Council), Irving Normie (Public Governor, Trafford), Derek Rowley (Public Governor, Bury), Mohammed Sarwar (Public Governor, HMR), Jeanette Scott (Public Governor, Rest of England), Cllr. June Somekh (Appointed Governor, Stockport MBC), Martin Stevenson (Public Governor, Trafford), Margaret Stoneman (Public Governor, HMR), Judy Williams (Public

2 Governor, Trafford), Ann Yates (Public Governor, Bury), Cllr. Michael Young (Appointed Governor, Trafford Council), and Louise Bishop (Trust Secretary). 1. Apologies for Absence John Schofield (Chairman) notified the group of apologies received for the meeting. The Chairman advised that Karen Hurley, Appointed Governor for NHS HMR CCG had stepped down. The Council welcomed Ms Charlotte Booth who commenced in post in March Declarations of Interest The Chairman advised that this was a standing item on the agenda and required that, where a member of the Council had an interest in any agenda item scheduled for discussion, they would declare it at the beginning of the meeting and withdraw from the discussion on that item. The Chairman declared an interest against agenda items 5.3 to 5.5. The Non- Executive Directors declared an interest against agenda item Minutes of the previous meeting of the Council of Governors 3.1 Minutes of meeting held on 14 February 2017 The Chairman presented the minutes of the previous meeting for approval. The Council approved the minutes of the last meeting as a true record. 3.2 Matters Arising/Action Plan The Chairman presented the action plan which listed matters arising from the previous meeting. The Council noted the action plan. 4. Local Constituency Meetings The Chairman advised that highlights from the Local Constituency Meetings (LCMs) were provided within the papers for information. Governors were invited to present additional feedback to the Council Bury Ken Kendall (Public Governor, Bury) advised that a number of updates had been received with regards to the Living Well Centre and locality plans. Ten new co-trainers had been recruited to deliver anti-stigma training to the Greater Manchester police and fire service. 2

3 With regards to the redesign of urgent care services, the consultation on the Walk in Centres had been paused due to the announcement of the general election. Work was still ongoing to maintain the service despite additional pressures and low staffing levels. Mr Kendall advised that a business case had been developed to secure recurrent funding for Bealey s to continue as a community hospital and was currently with commissioners for final approval. The LCM welcomed attendance from Mr Michael Livingstone, Non-Executive Director. Invitations to future meetings included the Health and Wellbeing College and Dental Services Oldham John Starkey (Lead & Public Governor, Oldham) advised that a number of service updates had been received with regards to local transformation. Liz Lawton (Nurse Manager) delivered an in-depth presentation on Orchard House Day Hospital. Information was provided on an innovative new project called MH:2K, commissioned by Oldham Council and Oldham CCG. The project saw a group of 20 diverse young people identify the five most important mental health challenges facing young people in Oldham. The findings would be launched on 9 May Heywood, Middleton and Rochdale Karen Kelland and Ryan Cowan (Public Governors, HMR) advised that a number of updates had been received with regards to the Autism Strategy, #Thrive, Dental and the Health and Wellbeing College. Charlotte Booth (Associate Director of Commissioning: Adults, HMR CCG) gave an in-depth presentation on the locality plans. Michele Bennion (Service Director) gave an update on tenders regarding Podiatry and Cardiology Rehabilitation Services, and Louise Eyres (Business Manager) provided an update on the HMR Primary Care Mental Health Pathway tender Stockport Mary Foden (Public Governor, Stockport) advised that a number of updates had been received with regards to Stockport Together, Stockport Early Management Team and Drug and Alcohol Services. Plans continued for the 2017 BIG conversation engagement event on 10 October Tameside and Glossop John Reddy (Public Governor, Tameside and Glossop) advised that a number of updates had been received with regards to Autism training, Rehab and High Support and Older People s Services. Chris Pimlott (Operational Manager) gave an update on the Care Together Programme. Healthwatch continued to attend the LCM and provided regular updates. 3

4 4.1.6 Trafford Jan Trainor (Staff Governor, Nursing) advised that a number of service updates had been received with a focus on the 0-99 all age integrated services, urgent care, out of hospital care and joint working agreement with GPs. Governors received updates on the phlebotomy service at Delamere Centre and Heatlhwatch. The Chair thanked governors for the feedback and praised them for their involvement. The Council noted the feedback. 5. Appointment and Remuneration Committee 5.1 Briefing note from Appointment and Remuneration Committee held on: 18 April 2017 Joan Beresford (Deputy Chair/NED) presented the briefing note from the Appointment and Remuneration Committee held on 18 April All constituencies were represented by ten public governors plus one staff governor. The main focus of the committee related to the Chairman s appraisal, appointment of new Chair and Non-Executive Director (NED), all of which were on the agenda for today s meeting. Minutes from the meeting had been circulated to all governors for information. The Council noted the report. 5.2 Briefing note from extra-ordinary Appointment and Remuneration Committee held on: 4 May 2017 The Chair presented the briefing note from the extra-ordinary Appointment and Remuneration Committee held on 4 May All constituencies were represented by eight public governors plus two staff governors. The main focus of the committee related to NED remuneration and process for the appointment of a new NED, all of which were on the agenda for today s meeting. The Council noted the report 5.3 Chairman s Appraisal At this point Mr Schofield left the meeting and Martin Roe (Acting Chief Executive) took over as Chair. Professor Sandra Jowett (Senior Independent Director/Non-Executive Director) advised that at the Appointment and Remuneration Committee held on 18 April 2017, Governors agreed to recommend the approval of the Chairman s appraisal, and was therefore submitted to the Council of Governors for formal approval. 4

5 Professor Jowett presented the Chairman's appraisal 2017: summary of responses from the governors, collated by Louise Bishop (Trust Secretary), and advised that the return rate was lower than last year, 48% from 66% in The questionnaire was based on the relevant principles of the Chair s role and responsibilities within the Code of Governance, and was sent to 31 governors. There were currently seven vacant governor positions and eight governors that did not receive a questionnaire due to sickness absence or personal reasons. Professor Jowett advised that the responses from the governors were overall positive; noting that 57% agreed with the questionnaire s statement, and 15% disagreed with the statements, which was an increase from the previous year. The majority of disagreements related to one question in particular regarding succession planning in relation to Non-Executive Directors. 15 additional comments were received, seven were positive with regards to engagement, the Chairman s passion and enthusiasm, his grasp on the wider political and financial environment in which the Trust operated other comments received were regarding the conduct of meetings. Professor Jowett further presented the responses from the Board of Directors questionnaire, which had been completed by the Executive Directors and Non- Executive Directors. The return rate was 100% and the responses received were again overall positive. 66% agreed and 13% disagreed with the statements which was an increase from the previous year. The majority of disagreements related to two questions regarding the culture, openness and debate by facilitating effective contribution and relations between the executive and non-executive directors, and effectively leading the Board of Directors. In previous years Board members had agreed with the above statements, this therefore represented a shift at the time of the exercise. Professor Jowett advised the Trust had undergone a period of transitional change with regards to the resignation and recruitment of a new Chief Executive and Chair. The Board had met with an external assessor to support the Board to work effectively as a unitary board, and on reflection it was felt that the responses to the questionnaire following the meeting would be different today. During the appraisal process Professor Jowett met separately with the Acting Chief Executive and the Non-Executive Directors. The final stage of the appraisal was to meet with the Chairman to go through last year s objectives. At the end of the appraisal Professor Jowett felt the Chairman's performance was fully satisfactory and that he demonstrated the range of skills and qualities required as Chairman of the Trust. Professor Jowett advised a copy of the Chairman s objectives would be circulated outside the meeting and asked the Council to approve the appraisal. Action: LH The Council approved the Chairman s appraisal

6 5.4 NED Remuneration At this point the Non-Executive Directors (Joan Beresford, Sandra Jowett, Ian Bevan, Keith Bradley and Tony Berry) left the meeting Mr Starkey presented a report on Non-Executive Director remuneration for approval. At the Council of Governors Appointment and Remuneration Committee on 4 May 2017, the governors considered an independent benchmarking report prepared by Capita. On the basis of this report, they felt the NEDs pay was at an appropriate level and agreed to recommend the application of a pay freeze. The Council approved the Appointment and Remuneration s recommendation not to apply a pay increase for the financial year 2016/ Process for appointment of new Chair The Non-Executive Directors (Joan Beresford, Sandra Jowett, Ian Bevan, Keith Bradley and Tony Berry) returned to the meeting. Professor Jowett presented the process for the appointment of a new Chair for approval and requested that delegated authority be given to the working group to manage the operational processes on behalf of the Committee. Professor Jowett advised that a small working group had been established and comprised a majority of governors. Sandra Jowett, Senior Independent Director and Louise Bishop, Trust Secretary were in attendance to provide guidance regarding legislation, and Surrya Southworth, Workforce and OD Governance Manager provided guidance regarding HR/workforce. The Board skills assessment matrix was currently being updated and would be submitted to the working group to evaluate the balance of skills, knowledge and experiences of the Board. The Appointment and Remuneration Committee recommended and requested approval from the Council on: The proposed process for the appointment of a new Chair Delegation of authority to the working group to manage the operational processes on its behalf The Council approved the Appointment and Remuneration Committee s recommendations. Mr Schofield returned to the meeting at this point and resumed as Chair. 6

7 5.6 Process for appointment of new NED The Chair presented a report on the reappointment of Professor Paula Ormandy, Non- Executive Director, and the proposed process for the appointment of a new NED for approval. The Chair advised that the term of office for Paula Ormandy, NED was due to end on 31 July Professor Ormandy originally intended to serve a second term of office, but had since indicated that she did not want to serve a second term but had agreed to remain in post until a replacement NED was recruited. In line with previous NED recruitment campaigns, it was proposed that a working group was established to operationalise the agreed recruitment process on behalf of the Appointment and Remuneration Committee. The group would comprise a majority of governors, along with the Chairman, Louise Bishop and a senior HR representative. The Appointment and Remuneration Committee recommended and requested approval from the Council on: The reappointment of Professor Paula Ormandy to serve a second term of office from 1 August to 31 August 2017 The proposed process for the appointment of a new NED Delegated authority to the working group to manage the operational processes on its behalf The Council approved the Appointment and Remuneration Committee s recommendations. 6. Chief Executive Report 6.1 Chief Executive Update Martin Roe presented the Acting Chief Executive s report for April 2017 to the Council for information. With regards to the Strategic Plan, Mr Roe reported that the first meeting of the Programme Management Steering Group took place at the end of March The group was directly accountable to the Board of Directors for the successful delivery of the objectives within the five-year Strategic Plan. The identified programmes were: Locality/Local Care Organisation developments Operating model and leadership System and relationship management Mental health strategy Community Services standards Improvement to innovation Mr Roe proposed inviting Judith Crosby, Executive Director of Service Development and Sustainability to a Governors development session to provide an update on the Programme Management Office and progress of work programmes. 7

8 Action: LH Mr Roe advised that despite considerable challenge, the Trust achieved its financial targets at the end of 2016/17. This included a cost improvement plan of 9m, as well as delivering the 2.3m surplus control total set by NHS Improvement. The current position at the close of 2016/17 was a surplus of 4.3m. Mr Roe noted that the governors had received a development session prior to the Council meeting on the financial plan 2017/18. For the first time the Trust had submitted a deficit plan, forecasting a gap of 6.6m. Furthermore, the costs of fully implementing the actions required to address CQC concerns arising from the recent inspection, and to appropriately increase the resources required to fully deliver the Five Year Forward View must do s in mental health would see this gap increase to c. 15m. Ms Foden enquired for an example of the mental health must do s. Mr Roe advised, for example, the national targets in relation to IAPTs and EIT without additional funding the Trust would not be able to achieve its targets. Liz McCoy (Staff Governor, Social Care) recognised that the submission of a deficit plan would have been a difficult discussion for Board but felt this would present a supportive message to front line staff. With regards to the high level improvement plan and CQC, the Trust had provided its six Clinical Commissioning Group (CCG) commissioners with a high level improvement plan seeking funding support of 15.1m in 2017/18. As well as funding for a CQC action plan, the Trust was requesting support for the mental health must dos identified in the Five Year Forward View and transformation funding, as some of the 2017/18 Cost Improvement Plan (CIP) targets were not deliverable without unacceptable levels of service risk. Following the quality summit in January 2017, the Trust was notified that there would be a follow-up inspection. The CQC have confirmed that inspections would be unannounced and would focus on areas from the last inspection, reviewing what progress had been made using the action plans as a guide. In terms of Local Care Organisation (LCO) developments, locality plan submissions from Bury and HMR were anticipated, and Oldham was due to re-submit its plan. The Trust had engaged PricewaterhouseCoopers (PwC) to advise both the Oldham and Bury localities in the development of their plans, bringing with them knowledge of LCO development and experience of working with other trusts on this agenda. Mr Roe advised that on 12 May 2017, NHS systems were compromised at a number of trusts through a cyber-attack. The Trust had largely remained unaffected and the ICT department continued to monitor and manage the anti-virus protection. So far, the virus causing the attack has been successfully quarantined in the vast majority of cases. Following the attack, an independent audit had been implemented to ensure the right systems and processes were in place. The Staff Wellbeing Service (SWS), launched in September 2014, had proven to be a great success. EDs had recently approved permanent funding to ensure the service continued to provide vital mental health support to the workforce. 8

9 Caroline Poole (Staff Governor, AHP) thanked the Board for approving the Business Case for the SWS, advising that this would present a valued message to all staff. The Council noted the report 6.2 Governor questions No further questions were raised. 7. Chairman s and Non-Executive Director activity report The Chairman presented the Non-Executive Director activity report for the period ending 31 December The Council noted the report. 7.1 Appointment of new Chief Executive The Chairman presented a report on the appointment of a new Chief Executive for approval. The purpose of the report was to advise the Council of its statutory responsibility in relation to the appointment of the Trust s Chief Executive. The Chair advised that three applicants were selected for interview. Unfortunately one of the candidates withdrew their application the week prior to the interviews, leaving two candidates to go forward for the two day assessment and interview process. On the 9 May 2017, the shortlisted candidates were each assessed by four separate stakeholder panels comprised as: External Stakeholder Group (comprising senior representatives of local CCGs, Local Authorities, Greater Manchester Mental Health and Social Care Partnership and the Greater Manchester Mental Health Strategy team) Board members (excluding the Chairman, Deputy Chair and the Acting Chief Executive, who formed part of the interview panel on 10 May 2017) Staff Groups (comprising clinical staff from Mental Health and Community Services; medical and dental staff; service directors; corporate staff and staff side) Service Users, Carers and Governors At the end of the assessment day, feedback from each group was fed back to members of the interview panel. The two candidates were formally interviewed by a panel comprising of John Schofield, Chairman; Joan Beresford, Deputy Chair; John Starkey, Lead Governor; Martin Roe, Acting Chief Executive; Theresa Grant, Chief Operating Officer, Trafford Council and Kathryn Singh; External Assessor Chief Executive, Rotherham, Doncaster and South Humber NHS FT. 9

10 Following feedback from the individual interviews, panel members recommended the appointment of Claire Molloy. At the Board s Appointment and Remuneration Committee on 11 May 2017, the Committee accepted the recommendation from the interview panel to appoint Claire Molloy into the position of Chief Executive, subject to approval of the Council of Governors. The Chair asked the Council to approve the appointment of Claire Molloy into the post of Chief Executive. The Council approved the recommendation. Mr Starkey commented that the governors involved in the process praised the Trust for conducting an open and transparent exercise. 8. Performance and Quality Assurance Committee 8.1 Briefing note from Performance and Quality Assurance Committee held on 21 March 2017 Mr Starkey presented the briefing note from the Performance and Quality Assurance Committee held on 21 March The function of the Committee was to seek assurance that the Trust was meeting appropriate standards of healthcare. Governors received papers for the meeting beforehand. Five of the six boroughs were represented by the eight Public Governors, plus three Staff Governors were present, and the meeting was chaired by the Chairman. Minutes of the meeting from 15 December 2016 were approved and actions arising were presented. Various trust officers were present and a number of key items were discussed: the Performance and Quality Assurance Committee highlight report; financial overview; monthly integrated quality governance report, and new business/tender tracker. Governors posed a number of questions throughout the meeting. The Council noted the report 9. Council of Governors 9.1 Council of Governors activity report The Chair presented the Governors activity report for the period 1 January to 31 March 2017 for information and requested that governors forward any anomalies to Miss Howarth (Secretary to the Council of Governors) outside of the full meeting. The list was extensive and the Chair praised the governors for their involvement. The Council noted the report. 10

11 9.2 Governor attendance at full Council of Governors The Chair presented the latest attendance report, reminding the group that this formed a standing agenda item and was therefore submitted to each meeting. The Trust Constitution required that failure to attend three consecutive meetings without reasonable cause could cease the governor role. A number of governors had reached the threshold and letters had been sent requesting that they commenced attendance with immediate effect. The Council noted the report 10. Other Reports 10.1 Constitutional Review The Chair presented a verbal update on behalf of Louise Bishop, Trust Secretary. A Governor task and finish group met with Ms Bishop and Miss Howarth and agreed a number of proposed changes to the constitution. These were shared with the Board of Directors at a development session on 5 April 2017 and with the Council of Governors at a development session on 11 April 2017, and comments incorporated into an updated draft version. The draft document was currently with the Trust s legal advisors for their comments ahead of sharing it for broader consultation during May and June It was proposed that a final draft would be submitted to the next full meeting of the Council of Governors, on 2 August 2017, for approval and any changes relating to the role of the governors would require subsequent ratification at the Annual General Meeting in September The Council noted the update Governors self-assessment of collective performance The Chairman, on behalf of Louise Bishop, presented the Governors self-assessment of collective performance, for information. The Chair reported that the Code of Governance recommended that the Council of Governors undertook a periodic review of their collective performance; therefore an assessment tool was developed based on the Code s recommendations about how the governors various roles and responsibilities should be conducted. The recommendations were then worked through with the governors at a development session, where evidence of compliance against Code provisions was discussed, which in turn generated a RAG (Red, Amber, Green) rating and score. The development session was held on 10 January, which resulted in an overall score of 98%. The Council received the information. 11

12 11. Any Other Business Elections update Miss Howarth, on behalf of Louise Bishop, presented an update on the forthcoming elections for 2017 for information. Miss Howarth explained that the Trust was part way through this year s election process. The deadline for the receipt of nominations closed on 10 May nominations were received for 15 seats; and five constituencies would be subject to a contested election. In light of purdah ahead of the General Election, the governor election dates had been modified to delay the notice of election until 12 June This meant that the poll would close on 30 June 2017, and the Trust would be notified of the results on 3 July A welcome meeting for the new governor cohort was scheduled for 4 July The Council noted the update Thank you to Mr Tony Berry The Chairman recorded that this was the final meeting of Tony Berry as Non-Executive Director, whose term of office was concluding at the end of May The Council expressed its thanks for Mr Berry s service to the organisation and wished him well for the future. 12. Date and time of next meeting The next meeting was scheduled to take place on Wednesday 2 August 2017 at am at Earl Mill, Dowry Street, Hathershaw, Oldham, OL8 2PF The Chair had called an extra-ordinary meeting of the Council of Governors to take place on Wednesday 20 September 2017 at pm at Earl Mill, Dowry Street, Hathershaw, Oldham, OL8 2PF in order to approve the appointment of the new Chair following interviews on 7 and 8 September