Chairman of the Trust (in the Chair) Company Secretary and Head of Corporate Governance. No. Minute Action by Whom

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1 PUBLIC MINUTES OF A MEETING OF THE COUNCIL OF GOVERNORS HELD ON 24 JUNE 2011 AT 1.00PM IN LECTURE HALL 1, THE ACADEMY, GREAT WESTERN HOSPITAL, SWINDON Present Governors: Rachel Cross Harry Dale Bill Fishlock Godfrey Fowler Marcus Galea Peter Hanson Phil Prentice David Renard David Stevens Ros Thomson Margaret White In attendance: Sacha Bacco Rowland Cobbold Oonagh Fitzgerald Bruce Laurie Carole Nicholl Alf Troughton Staff Governor Public Governor (Swindon Constituency) and Deputy Lead Governor Nominated Governor (Swindon PCT) Public Governor (Wiltshire Constituency) and Lead Governor Staff Governor Staff Governor Public Governor (Swindon Constituency) Nominated Governor (Swindon Borough Council) Nominated Governor (Wiltshire PCT) Public Governor (Swindon Constituency) Public Governor (Wiltshire Constituency) Membership Officer Deputy Chairman and Senior Independent Director Director of Workforce and Education Chairman of the Trust (in the Chair) Company Secretary and Head of Corporate Governance Interim Chief Executive In attendance in the gallery: Robert Burns Non-Executive Director Liam Coleman Non-Executive Director Roger Hill Non-Executive Director Guy Rooney Acting Medical Director No members of the public were present. PUBLIC PART OF MEETING No. Minute Action by 21/11 Welcome and introductions The Chairman welcomed everyone to the meeting. In doing so he specifically welcomed and introduced Margaret White, a new governor to her first meeting of the Council of Governors. The Chairman also welcomed Alf Troughton to his first meeting of the Council of Governors in his capacity as Interim Chief Executive. The Chairman reported that agenda items 19 and 20 Chairman s appraisal and Non- Executive Directors appraisals would be taken out of order at the end of the meeting as he and the non-executive directors would leave the meeting during their consideration (minutes 39/11 and 40/11 refer). Page 1 of 12

2 22/11 Apologies for absence Apologies for absence were recorded from Andy Cresswell - Nominated Governor - Thames Valley Chamber of Commerce; Geraint Day- Public Governor - Swindon Constituency; Janet Jarmin - Public Governor - Wiltshire Constituency; Srini Madhavan - Public Governor - West Berkshire, Gloucestershire, Oxfordshire, Bath and North East Somerset Constituency; and Katherine Usmar - Public Governor Swindon Constituency. 23/11 Declarations of Interest Bruce Laurie declared an interest in agenda item 19 Chairman s appraisal and agenda item 21 of the Nominations and Remuneration Working Group held on 13 June 2011 (Chairman s appraisal) and 20 June 2011 (process for Chairman appointment/ reappointment and Chairman appointment/re-appointment timescales) in so far as he was the Chairman of the Trust and the items were relevant to him in his capacity as Chairman (minutes 39/11 and 41/11 refer). Rowland Cobbold declared an interest in agenda item 20- Non Executive Directors appraisal and agenda item 21 of the Nominations and Remuneration Working Group held on 13 June 2011 (Non-Executive Directors appraisal) in so far as he was a non-executive director and the appraisal related to him (minute 40/11 and 41/11 refer). Bill Fishlock (Nominated Governor- Swindon PCT) declared that due the clustering of PCTs he now sat on Gloucestershire PCT board as well as Swindon PCT Board and he would become Audit Chair for both organisations. The Chairman congratulated Bill Fishlock and his new role. SB to included on declared interests register SB to included on declared interests register Bill Fishlock to update Register of interests. 24/11 The minutes of the meeting of the Council of Governors meeting held on 11 April 2011 were adopted and signed as a correct record, subject to the following amendments:- Minute 9/11 the deletion of the third paragraph and the substitution thereof with the following: - One Governor commented that it was difficult to understand how the new proposals would work in practice. He advised that PCTs would stay until 2013 and would cluster by June He reported that it was likely that Swindon and Gloucester would group together, as would Wiltshire and Bath and North East Somerset. This would not necessarily result in boards merging, but single executive structures. Minute 16/11 - The deletion of the word diminimus at the end of the second paragraph and the substitution thereof with de minimus /11 Matters Arising Minute 13/ 11 Engagement with the Care Quality Commission (CQC) Page 2 of 12

3 Harry Dale, Deputy Lead Governor and CQC Liaison Governor, reported that the CQC had attended the last Patient Experience Working Group and the feedback received had been very positive. It was reported that the group had asked challenging questions and that the CQC representative had felt that the working group had been proactive, challenging and open. The Chairman of the Trust commented that he had received a follow up letter from CQC explaining that the representatives had found the meeting informative and constructive. It was agreed that the Patient Experience Working Group was the best forum for the CQC to attend. - The Senior Independent Director queried whether there were any issues raised by the CQC which the Board needed to respond to and it was clarified that there were currently no issues that required a response from the Board. 26/11 Governor Resignation and Appointment of Reserve Governor The Council of Governors received and considered a briefing paper from the Company Secretary, a copy of which was circulated at the meeting, detailing governor resignations and the appointment of a reserve governor as follows: - (i) Resignation of Public Governor, Wiltshire Constituency - Margaret Toogood The Council of Governors was formally advised that Margaret Toogood, public governor Wiltshire Constituency had resigned from the Trust with effect from 28 April 2011, due to ill health and concerns regarding increasing workload and future responsibilities for governors generally in the light of emerging legislation. (ii) Appointment of Reserve Governor The Council of Governors was formally asked to note that Margaret White has been appointed reserve governor with effect from 3 June 2011 to replace Margaret Toogood in that in accordance with the Trust s Authorisation (Schedule 1, Annex 5, Appendix 4, Paragraph 2.1 refers), she had received more than 5% (27.29%) of the vote in the last election for seats in that constituency. It was reported that Margaret White would serve the remainder of the term of office which ended in November (iii) Resignation of Local Authority Governor Carole Soden The Council of Governors was formally advised that, having taken advice from the Leader and Deputy Leader of Wiltshire Council, Carole Soden, local authority governor representing Wiltshire Council had resigned as a governor with effect from 17 June 2011 due to difficulty in attending the Council of Governors meetings, because of her councillor commitments and also due to potential conflicts of interest in her capacity as Chair of the Children's Services Select Committee which could be scrutinising the PCT services that the Trust was taking over. The Chairman reported that he had written to Margaret Toogood to thank her on behalf of the Council of Governors and the Board of Directors for her work as Deputy Lead Governor and Chair of the Patient Experience Working Group. Page 3 of 12

4 The Chairman stated that he would write to Carole Soden to thank her for her involvement over the last two years, particularly in championing GWH in Wiltshire. The Chairman / Company Secretary had yet to contact Wiltshire Council for a replacement governor. that the resignations and appointment as set out above be formally recorded. 27/11 Questions from the public There were no questions from members of the public. 28/11 Questions from Governors On behalf of Geraint Day who was unable to be present at this meeting, the Membership Officer raised a question regarding sign posting to the hospital from the motorway. She referred to the Highways Agency s refusal to signpost GWH from the M4, and questioned whether the Trust should ask the Highways Agency to reconsider this refusal. The Chairman commented that the Royal Berkshire Hospital was signposted off the M4 and therefore it was unreasonable that the Highways Agency did not consider it necessary to signpost GWH from the M4. that the Director of Estates and Facilities Management be requested to challenge the Highways Agency on its response and again be asked to signpost GWH from the M4. Director of Estates and Facilities Management 29/11 Report of the Chairman The Council of Governors received and considered a verbal report from the Chairman summarised as follows: - Staff Constituency Meeting - It was reported that at the Staff Constituency meeting three main issues had been raised namely car parking, management engagement with staff when decision making and the role of the staff governor. It was explained that the Chairman had taken these issues to the Board for discussion and that a review of the car parking scheme when it was in operation had been agreed. Furthermore, each of the points mentioned around car parking would be explored. In addition consideration would be given to the role of the staff governor and engagement with staff would be considered. The Chairman undertook to convene a meeting with the staff governors to gain a better understanding of the issues they faced and the best ways of discharging their duties. The Chairman explained that he had been in communication with other Foundation Trusts in the South West and they had been sharing learning and best practice, with regard to the role of staff governors. On consideration of this the Chairman, in collaboration with the Company Secretary, agreed to develop a protocol for staff governors following their meeting. The Senior Independent Director asked the staff governors whether they were happy with Page 4 of 12 AT BL to meet governors CN to draft protocol

5 the response of the Board. In response it was commented that a review of the car parking situation after a year was too long and that rigid restrictions should not be applied during the school holidays. It was further queried whether the Trust had had sufficiently explored the possibility of deducting car parking fees from salaries, before tax and National Insurance was deducted. The Interim Chief Executive responded that the Swindon Health Overview and Scrutiny Committee was keen to receive feedback on the car parking situation once the new system had been implemented and operation for a period of time. It was reported that the barrier system had been scheduled to start on 1 September, after the school holidays. The Interim Chief Executive explained that the Trust would continually review the parking situation and he reminded the meeting that the main reason for the changes was to free up more spaces for patients. The possibility of deducting car parking fees as a salary sacrifice was being explored by the Finance and HR departments. However in order to be implemented the option must be available to all members of staff. The Trust, in consultation with the external auditors KPMG, had acknowledged the benefit of the salary sacrifice system to the Trust. However there were issues regarding pension arrangements and the risk of it being construed as a benefit in kind. In response to a request made, the interim Chief Executive undertook to ensure that there was a review of the new parking scheme following six months of operation. AT that the report of the Chairman be received. 30/11 Update from the Chief Executive The Council of Governors received and considered a verbal report from the Chief Executive summarised as follows: - Communication - The Interim Chief Executive had been working with the Head of Marketing and Communication on methods of improving communication with staff and governors. In addition it was explained that the Interim Chief Executive was looking at piloting some of the communication methods preciously used in Wiltshire Community Health Services including an from the Chief Executive and an from middle management. Directorate meetings would also be utilised to verbalise what had been said in the s. The issue of communicating with nursing staff was raised, noting that they did not necessarily check s and were often unable to attend meetings. It was suggested that s should be printed off and displayed on notice boards. Furthermore it was raised that managers should be asked to feed back their staff s comments on the Team Brief thus ensuring that Team Brief was being fully communicated to staff. Rachel Cross agreed to meet with Kevin McNamara, Head of Marketing and Communications to discuss improving staff communication. The Senior Independent Director suggested the Trust should look at communication in Wiltshire for best practice, as they had managed to communicate effectively over a number of sites. Rachel Cross Page 5 of 12

6 Presentation to governors - The Interim Chief Executive offered to present to the governors information he had presented to staff at open meetings. It was explained that the Trust had had an excellent year last year in terms of targets. AT It was highlighted that finance would continue to be an issue for the Trust going forward. On consideration of this it was stated that Helen Bourner, Director of Business Development, had set up a programme board to ensure efficiency savings were properly organised. Furthermore it was reported that the Trust was hoping to employee a Programme Manager to oversee this. WCHS - It was stated that the transfer agreement for Wiltshire Community Health Services had been signed and sealed on 1 June It was reported that the Trust was currently compiling a maternity strategy for the new enlarged service which was to be discussed at the June Trust Board meeting. The Trust welcomed input from governors and members into the strategy. Health Bill - It was reported that the government had undertaken a national listening exercise and the outcome was to be discussed at the next Board meeting. It was explained that GP commissioners would receive help from other healthcare professionals such as hospital doctors and nurses. It was stated that Strategic Health Authorities were to cluster from 1 October 2011, from ten to four. CQC visit - The CQC had conducted an unannounced visit to GWH in April 2011 concentrating on privacy and dignity and nutrition. It was reported that the CQC had not had any concerns regarding nutrition but had had moderate concerns around privacy and dignity. The Trust had had to respond with an action plan detailing how it had planed to resolve the issues raised by CQC. The issues raised had been around facilities for temporary beds which it was explained needed to be properly equipped. Expenditure amounting to 35k was to be incurred to ensure this. The Interim Chief Executive reported that the Trust currently had 40 extra beds of which normally 22 were used at any one time. Rachel Cross queried whether in recognising the need for extra beds, the Trust also recognised the need for extra staff to resource the extra patients. The interim Chief Executive accepted the point made advising that this was a matter which needed discussion. He claimed that there was a desire to reduce the number of extra beds. It was explained that Jupiter Ward had had extra staff to resource the extra beds on that ward. It was queried why the Trust had extra beds in use, when a ward had been closed and in response it was explained that the extra beds allowed flexibility within the system, such as allowing wards to be redecorated. Commissioning changes Bill Fishlock and David Stevens each updated the Council of Governors on the commissioning changes. Bill Fishlock explained that Swindon PCT had clustered with Gloucester PCT, however they had kept the two boards running with an overarching executive team. In October 2011 Swindon PCT would divest itself of its provider arm as would Gloucester PCT. David Stevens reported that Wiltshire had clustered with Bath and North East Somerset and that Jeff James was the Chief Executive of both organisations. The clustered organisations had recruited a Finance Director and were looking to fill the other executive posts. However it was reported that the boards were to operate as separate entities and legal bodies. Page 6 of 12

7 that the report be received. 31/11 Eyes and Ears The governors had been invited to submit their eyes and ears prior to the meeting. A report by the Chief Executive responding to the eyes and ears received was circulated at the meeting. It was noted that two issues had been raised concerning the need for decaffeinated drinks option when serving refreshments and the delay in Ophthalmic outpatient appointments. The eyes and ears were considered and specific comments were made as follows: - Guy Rooney as Medical Director agreed that he would feedback to the whole ophthalmology team on the points raised, particularly with regard to annual leave arrangements and the organisation of teaching sessions when there were clinics. GR A handy guide to submitting eyes and ears was distributed to the meeting. that the eyes and ears report be received. 32/11 Council of Governors Work Plan The Council of Governors received and considered a draft work Plan, a copy of which had been circulated at the meeting. The Company Secretary explained that the rationale behind the plan was: - to provide the Council of Governors with direction as to what it should achieve over the next year in terms of its statutory responsibilities; to ask the governors to think about additional targets it wished to see included; to set timescales for achievement allowing a better spread of work throughout the year; and ultimately to provide a framework which the Council of Governors could look back on in order to help the Council in its self assessment of effectiveness. It was suggested that the Company Secretary should discuss the plan further with the Lead and Deputy Lead Governor who would report back outside of the meeting. It was raised that there should be a training programme for governors to ensure that they had the skills to fulfil their role. The Senior Independent Director raised that the independent Foundation Trust Network could be the appropriated forum for development training and knowledge giving. The Chairman praised the diversity of skills on the Council of Governors, which the Trust was grateful to have. He commented that self-evaluation of the Council of Governors would be considered in November. Page 7 of 12

8 It was suggested that when recruiting future governors, the Trust should provide a clear role description in order to attract people who were able to meet the demands of the role. It was further discussed that under the Health Bill, governors might have more powers and duties, which would require additional training. It was suggested that consideration should be given to joint training with the non-executive directors on the implications of the new legislation and this was supported. On consideration of these points it was reported that the Foundation Trust Network had introduced a compendium of documents and shared practices which this Trust would utilise. The Deputy Lead Governor explained that he had circulated a paper to governors concerning ways in which the Council of Governors could hold the Board to account. The Lead and Deputy Lead Governor agreed to liaise with the Chairman and the Company Secretary once feedback on this had been collated. that the Company Secretary in consultation with the Lead and Deputy Lead Governors be requested to further develop the work plan for approval at the next meeting. CN 33/11 Constitution Changes - Implementation The Council of Governors received and considered a report which reminded governors of the longer term changes to the Constitution which had already been supported and asked agreement to timescales for implementation of the next phase. The report also sought to consult the Council of Governors on one further amendment prior to formal approval by the Board of Directors, namely to remove the provision which specified that a governor could hold office for a maximum of 6 consecutive years and then may not stand for re-election for a further 5 years. It was highlighted that the geographical area of the West Berkshire, Gloucestershire and Oxfordshire Constituency had been extended to include Bath and North East Somerset and therefore the reference to that Constituency should be update to reflect this going forward. The Council of Governors welcomed the proposed changes as set out in the report and agreed that the Board should be informed of the governors support. On being put to the vote, it was unanimously That the Board of Directors be advised that the Council of Governors supports approval of the amendments to the Constitution and proposed timescales for implementation as follows: - CN 1. Split the public constituency (West Berkshire, Gloucestershire, Oxfordshire, Bath and North East Somerset) into two constituencies with one governor each (a) West Berkshire and Oxfordshire and (b) Gloucestershire and Bath and North East Somerset, with a minimum membership of 100 respectively, to reflect that the Page 8 of 12

9 34/11 Terms of Office Trust will be providing maternity services in Bath and NE Somerset, to be implemented with effect from November 2011; 2. Increase the number of public constituency (Wiltshire) governors from 3 to 5 and split that constituency into three constituencies to reflect the larger Wiltshire area to ensure that the area is represented by governors across it, to be implemented with effect from November There shall be (a) two governors in a northern constituency with a minimum membership of 200, (b) two governors in a central constituency with a minimum membership of 200 and (c) one governor in a southern constituency with a minimum membership of Whilst it is not proposed to split the Swindon Constituency because it is more homogeneous and there has been no difficulty in working with a single constituency in Swindon, the minimum membership be increased to 500 as previously discussed, (namely representing a minimum membership of 100 per governor seat) with such amendment to be implemented with effect from November Increase the number of staff governors from 3 to 4 and split that constituency into classes with a minimum membership of 100 per class to reflect the additional staff from WCHS and to better reflect the balance of workforce, to be implemented with effect from November Change in appointed governor representation to reflect closer working with third sector community based groups, to be implemented with effect from November 2011 with a report on a proposed suitable organisation to be considered; 6. Delete provision of the Constitution which provides as follows An elected governor may hold office for a maximum of 6 consecutive years and may then not stand for re-election for a further 5 years. The reason for this amendment being that it is considered that there is a difference between elected governors and appointed governors in that the test of whether they should remain on the Council is through the election process. It is considered that governors should be elected based on the views of the members and should not be restricted in terms of ability to hold office for longer than 6 years. This amendment to be effected from November The Council of Governors received and considered a report on proposed terms of office for governors to be elected in the Elections due to be held later in the year and next year. This report explained the reasoning behind the proposed changes which was to reduce costs in hosting elections and to simplify the arrangements pending the changes to constituencies over the next two years as already agreed. The Council of Governors views were formally invited it being noted that the Trust Board would be asked to decide on this matter at the end of June. It was proposed that terms of office for new governors be varied in order to avoid holding Page 9 of 12

10 elections in all the constituencies every year. It was explained that these varied terms of office would coincide with the split of the Wiltshire Constituency and split of the staff constituency, which would have automatically trigged an election. It was noted that the effect of implementing these changes would be that the numbers of members to be canvassed annually would be less and hence costs would also be reduced. However, in terms of stability of the Council of Governors, whilst there would be elections each year for whole constituencies rather than seats within them, there would be still be some continuity. On being put to the vote, the terms of offices were unanimously supported. That the Board be advised that the Council of Governors supports the terms of office for Elections in 2011 and 2012 as set out below: - CN Constituency 2011 Elections 2012 Elections Swindon 2 seats both to be elected for 2 year terms 2 seats both to be elected for 1 year term Wiltshire 1 seat to be elected for 1 year term Constituency change 3 constituencies totaling 5 seats each to be elected for 3 year term West Berkshire & Oxfordshire 1 seat to be elected for 3 year term Gloucestershire, Bath and North East Somerset 1 seat to be elected for 3 year term Staff Constituency 1 seat to be elected for 2 year term 1 seat to be elected for 1 year term 35/11 Working Groups- Membership and Appointment of Chairs The Council of Governors received and considered a report from the Membership Officer on the current membership and Chairmanship of the working groups. The Council of Governors confirmed the membership of the working groups. It was agreed that Godfrey Fowler be appointed Chair of the Patient Experience Working Group to replace Margaret Toogood. It was further agreed that Harry Dale be appointed Chair of the Membership Working Group. that the membership and chairs of the working groups be approved as set out in Appendix SB Page 10 of 12

11 A to these minutes. 36/11 Public Urgent Business None. 37/11 Exclusion of the public and the press that representatives of the press and other members of the public be excluded from the remainder of the meeting having regard to the confidential nature of the business to be transacted, publicity on which would be prejudicial to the public interest. PUBLIC SUMMARY OF ITEMS CONSIDERED IN PRIVATE PART OF COUNCIL OF GOVERNORS MEETING HELD ON 24 JUNE 2011 Public Summary No. 38/11PS 39/11PS Minute Chief Executive Appointment The Council of Governors received a briefing paper on the outcomes of the Chief Executive recruitment process. The briefing paper detailed the process, law and preferred candidate. The Council of Governors resolved that the appointment of Nerissa Vaughan as Chief Executive of Great Western Hospitals NHS Foundation Trust be approved. Chairman s appraisal Bruce Laurie had declared an interest in this item and he left the meeting during its consideration. The Council of Governors agreed the recommendation of the Nominations and Remuneration Working Group concerning the Chairman s appraisal. 40/11PS Non-Executive Directors appraisal Rowland Cobbold had declared an interest in this item and he left the meeting during its consideration. The Council of Governors agreed the recommendation of the Nominations and Remuneration Working Group concerning the non-executive directors appraisals. 41/11PS of Working Groups The Council of Governors received minutes or verbal reports of meetings of its working groups as follows and agreed the recommendations contained therein: - Finance Working Group 11 April 2011 Nominations and Remuneration Working Group 13 April 2011 Page 11 of 12

12 Public Summary No. 42/11PS Minute Nominations and Remuneration Working Group 20 June 2011 Membership Working Group 13 May 2011 Patient Experience Working Group 15 June 2011 Members Briefings (formerly Constituency Meetings) The Council of Governors received feedback from the following meetings : - Staff Constituency Meeting 14 April 2011 Swindon and West Berkshire, Gloucestershire and Oxfordshire Constituency Meeting 5 May 2011 Members Briefing hosted by Wiltshire Governors 8 June /11PS Private Urgent Business - Governor Non-Attendance The Chairman had agreed to consideration of this item as a matter of urgent business due to the special circumstances in that the issue had come to light following the despatch of the agenda and a view from the Council of Governors was needed with a decision being required before the next meeting. The Council of Governors agreed that a governor s absence from the last two Council of Governors meetings was due to reasonable cause and was satisfied regarding future attendance. Page 12 of 12